可分性、放弃条款 Severability and Waiver

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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 2 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 3 以有效、合法和能强制执行且最能表达 该等无效、不合法或不能强制执行的条款本意的条款所替代。

2. 如果本协议任何条款被认定为无效或不可执行，除非该等无效或不 可执行性实质性地违反本协议的基本意向或本协议其余部分的意义，该 等无效或不可执行性不得影响本协议任何其他条款的有效性或可执行 性，但已被认定无效或不可执行的条款构成其不可分割的一部分或不能 与之明显分离的条款除外。该等无效或不可执行性不得影响其余条款的 任何有效的和可执行的应用，且每条有效的和可执行的条款应被视为是 以法律允许的方式，在法律允许的全部范围内生效的、实施的、制定的 或订立的。

3. 任何有司法管辖权的法院根据实际运用的任何适用法律禁止的、或 认定为不合法的或不可执行的本契据的任何规定，应在该等法律要求的 范围内，尽可能从本契据中分离出来，并使之无效，而不变更本契据的 其余规定。但如果任何该等适用法律的规定可以免予执行，则本契据双 方在该等法律充分允许的范围内不执行该等规定，以使本契据按其条款 成为有效，具有约束力和可以执行。