Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document Sample Clauses

Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document. This Common Agreement or any of the other Transaction Documents or any material provision hereof or thereof at any time for any reason (i) is or becomes invalid, illegal, void or unenforceable against Borrower, Holdings, Sponsor or Operator, or Borrower, Holdings, Sponsor or Operator shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement, (ii) is or becomes invalid, illegal, void or unenforceable against any other party thereto (other than any of the Credit Parties), or any other party thereto (other than any of the Credit Parties) shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement if, in each case, such invalidity, illegality, voidness, unenforceability, repudiation, disavowal or action could reasonably be expected to have a Material Adverse Effect, and, in the case of a Project Document, such Project Document is not replaced by a replacement Project Document satisfactory to DOE in its sole discretion within thirty (30) days after (A) the replaced Project Document became invalid, illegal, void or unenforceable or (B) any party thereto (other than any of the Credit Parties) repudiated, disavowed or took any action to challenge the validity or enforceability of such replaced Project Document, (iii) except as otherwise permitted hereunder, ceases to be in full force and effect in accordance with the terms thereof, except at the stated termination date thereof, or shall be assigned or otherwise transferred or prematurely terminated by Borrower, Holdings, Sponsor or Operator (or by any other party thereto, other than any of Credit Parties, if, in each case, such assignment, transfer or premature termination could reasonably be expected to have a Material Adverse Effect) prior to the repayment in full of all Secured Obligations (other than with the prior written consent of the Loan Servicer), or (iv) shall cease to give the Administrative Agent in its capacity as the Collateral Agent or any Credit Party in any material respect the Liens, rights, powers and privileges purported to be created thereby or hereby; provided that any of the events set forth in this clause (iv) shall not constitute an Event of Default if the same is caused by any act or failure to act by any of the Credit Parties.
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Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document. This Common Agreement or any of the other Transaction Documents or any material provision hereof or thereof at any time for any reason (1) is or becomes invalid, illegal, void or unenforceable or any party thereto shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement, (ii) except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof, or shall be assigned or otherwise transferred or prematurely terminated by any party thereto prior to the repayment in full of all Secured Obligations (other than with the prior written consent of DOE), or (iii) shall cease to give the Collateral Agent or any Credit Party in any material respect the Liens, rights, powers and privileges purported to be created thereby or hereby.
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Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document. This Loan Guarantee Agreement, any other Financing Document or any Major Project Document or any material provision hereof or thereof at any time for any reason (i) is or becomes invalid, illegal, void or unenforceable or any party thereto has repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement, (ii) except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof or (iii) shall cease to give the Collateral Agent, FFB or DOE in any material respect the Liens, rights, powers and privileges purported to be created thereby or hereby.
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Related to Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document

  • Invalidity or Unenforceability of Any Provision The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement and any invalid or unenforceable provision will be deemed to be severed.

  • Invalidity or Unenforceability Defenses or Actions In the event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.4.1, that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 8.3.7 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 8.4.1, the Party with the first right to enforce the Patent Rights at issue shall have the first right to respond to such defense or defend against such counterclaim (as applicable) and the provisions of Section 8.4.1 (including step-in rights and control over settlement) shall apply. In all other cases, including any declaratory judgment action or similar action or claim filed by a Third Party asserting that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, Astellas shall have the first right to defend such action, at Astellas’s expense, and Ambit will cooperate with Astellas, at Astellas’s expense in such defense. In the event Astellas does not so elect to defend an action with respect to any Ambit Licensed Patent or Program Patent under this Section 8.3.8, it shall so notify Ambit in writing, and Ambit shall have the right to so defend such action, at Ambit’s expense; provided, however, that Ambit shall obtain the written consent of Astellas prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim if such action is likely to materially adversely affect Astellas’s interests in the applicable Ambit Licensed Patent or Program Patent or rights under this Agreement. Each Party shall provide to the Party defending any such rights under this Section 8.3.8 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.

  • Unenforceability of Provisions If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

  • Invalid or Unenforceable Provisions The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted.

  • UNENFORCEABLE PROVISION In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

  • Invalidity Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Unenforceable Provisions If any provision of this Agreement is deemed unenforceable, the rest of the Agreement shall remain in effect and the Parties shall negotiate in good faith and seek to agree upon a substitute provision that will achieve the original intent of the Parties.

  • Loan Document Unenforceable Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;

  • Invalidity of Any Provision If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Unenforceability The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

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