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可分性、放弃条款
Severability and Waiver
翻译实践
1. If any one or more of the provisions
contained in this Agreement or any document
executed
in
connection
herewith
shall .;
be
invalid,
illegal,
or
unenforceable
in
any
respect
under any applicable law, (i) the validity,
legality and enforce-j ability of the
remaining provisions contained herein
or c therein shall not in any way be affected or
impaired
and
shall
remain
in
full
force
and
effect;
and
(ii)
the
invalid,
illegal
or
unenforceable provision shall be
replaced by a valid, legal and enforceable
provision
that comes closest to
expressing the true intent of such invalid,
illegal or unenforceable
provision.
2. If any of the provisions
of this Agreement is held invalid or unenforceable
and unless
the invalidity or
unenforceability thereof does substantial
violation to the underlying
intent
-
and
sense
of
the
remainder
of
this
Agreement,
such
invalidity
or
unenforceability shall not affect in
any way the validity and enforceability of any
other
provisions
of
this
Agreement
except
those
which
the
invalidated
or
unenforceable
provisions
comprise an integral part of or are otherwise
clearly inseparable from. That
invalidity or unenforceability shall
not affect any valid and enforceable application
of
the
remaining
provisions,
and
each
such
provision
shall
be
deemed
to
be
effective,
operative, made, or entered into in the
manner and to the full extent permitted by law.
3. Any
provision
of this Deed prohibited by or
which is
unlawful or
unenforceable
under any applicable law
actually applied by any court of competent
jurisdiction shall,
to the extent
required by such law, be severed from this Deed
and rendered ineffective
so far as is
possible without modifying the remaining
provisions of this Deed. Where,
however, the provisions of any such
applicable law may be waived, they are hereby
waived by the parties hereto to the
full extent permitted by such law to the end that
this
Deed shall be valid, binding and
enforceable in accordance with its terms.
4. Unless otherwise
provided for herein, failure or delay on the part
of any party to
exercise
any
right,
power
or
privilege
under
this
Agreement
shall
not
operate
as
a
1
waiver thereof, nor shall
any single or partial exercise of any right, power
or privilege
preclude further exercise
thereof or exercise of any other right, power or
privilege. A
waiver by one of the
parties at any time of a breach of any term or
provision of this
Agreement committed
by the other party shall not be construed as a
waiver by such
party
of
any
subsequent
breach
to
be
committed
by
the
other
party,
nor
shall
it
be
construed as a waiver by such party of
its rights under such provision or any of its
other
rights under this Agreement.
5.
The
failure
of
either
party
at
any
time
or
times
to
require
performance
of
any
provision hereof shall
in no manner affect its right at a later time to
enforce the same.
No waiver by either
party of any condition or any breach of any of the
terms, covenants
or conditions
contained in this Agreement shall be effective
unless in writing, and no
waiver in any
one or more instances shall be construed as a
further or continuing waiver
of any
other condition or any breach of any other terms,
covenants or conditions.
6.
The Parties recognize and agree that their
respective covenants
and undertakings
contained in this Agreement are of a
special and unique nature and that a breach will
result in irreparable injury for which
there is no adequate remedy at law, and therefore
the parties expressly agree that if
either party shall at any time breach or in any
way
violate this Agreement, then Party
A or Party B, as the case may be, shall be
entitled to
equitable relief by way of
injunction (in addition to, and not in
substitution for, any and
all other
relief to which such party may be entitled either
at law or in equity) to restrain
such
breach and to compel compliance with the
obligations undertaken. Each of the
parties do hereby waive any proof that
such breach will cause irreparable injury to such
party or that there is no adequate
remedy at law.
参考译文
可分性、放弃
1.
如果本协议或涉及本协议而签署的任何文件中某条或数条
条款，
根
据任何适
< br>用法律在任何方面是无效的、
不合法或不能强制执行的，
则
()
本协议或涉及本协
议而签署的
任何文件中的其他条款的效力、合法性和
可强制执行性不受任
何影
响或损害，并仍然完全有效，
(ID
该等无效、
不合法或不能强制执行的条款应
2