Use of the term notwithstanding any other provision to the contrary or other provision hereof may assist you in adjusting certain contractual rights and obligations without altering other areas of the Agreement. Unless otherwise agreed, each partner may bind the entire company to a contract or other agreement. Here is an example of the sentence, notwithstanding any provision to the contrary used in a contract: If one clause in a contract says that a customer can terminate the contract at any time without penalty, and another says that there will be a termination penalty of $100 despite things to the contrary, how should you interpret that? In such a situation, unless expressly agreed otherwise, any person benefiting from an easement must contribute in proportion to the costs of their maintenance and repair. If a lawyer uses the phrase “notwithstanding anything to the contrary” in contracts, the purpose is to ensure that this contractual provision supersedes any other provision of the contract on the same subject matter or can be substantially contradictory. In order to avoid unwanted design issues to your detriment, it may be helpful to make it clear which other provision of the contract you may want to prevail with the opposite sentence. Notwithstanding anything to the contrary above, nothing in this Section 8 shall be deemed to have relieved either party of any liability for any breach by that party of the terms and conditions of this Agreement or other Transaction Documents, or the right of either party to enforce any particular performance of its obligations under this Agreement or other Transaction Documents by another party. In a paragraph of the agreement that dealt with payment, the mining company agreed to pay production royalties based on the amount of material it was extracting. The paragraph that covered the production licence fee read as follows: “Notwithstanding anything to the contrary in this document, the lessee shall pay the lessor a minimum annual production licence fee of $75,000.” Id. at p. 472. The paragraph goes on to say that if production royalties were less than $75,000 in a given year, the mining company would make a catch-up payment at the end of the year. In other cases, the use of “notwithstanding anything to the contrary” is to enter into an agreement and avoid amending other sections of the contract that have already been negotiated and agreed. In 2016, the mining company exercised its right to transfer ownership and the agreement.
The landowner filed a lawsuit to obtain minimum production license fees for the short term of the agreement. The landowner argued that the “whatever” wording in the middle of the paragraph about production royalties required the mining company to pay at least $75,000 per year, whether or not it developed the land, that is, the annual catch-up agreement implied that if the mining operation did not take place within a year and that, therefore, the mining company did not pay any production royalties. it should still be $75,000 a year. We will examine independently of the meaning of the law, examine variations in judgment independently of things to the contrary, assess its legal implications, legal challenges, examples and more. “Quite the opposite” essentially means that. Notwithstanding anything to the contrary, a multi-year order placed under the Framework Agreement must comply with FAR Subpart 17.1 and any applicable funding restrictions. Notwithstanding anything to the contrary above, such COBRA bonus payments, if deemed necessary or advised by the Company in its sole discretion to avoid adverse tax consequences for the Company or any of its employees, will be treated as taxable compensation income to you, subject to all applicable withholding taxes. “Notwithstanding anything to the contrary in this Agreement, the parties agree that Party A will not indemnify Party B for any claim by third parties arising out of Party B`s acts or omissions.” Notwithstanding anything to the contrary, this means `regardless of what has been said above`. There are many ways to write the sentence independently of the opposite things to mean the same or something similar, such as: employment at will therefore represents a standard contract, it is the agreement concluded between employers and employees without an agreement to the contrary (for example. B a trade union contract). A contrary agreement often occurs when a contract between two or more parties is sought, but one or more of the parties are a company that has not yet been established.
In fact, the contract has a party who, unless otherwise agreed, is a person acting for or as an agent for the company. The person/agent is therefore personally liable, unless otherwise agreed. In this example, the author`s intention is to ensure that the current provision prevails over Article 5 of the Agreement and uses “any other contrary provision” as a just fallback to protect that clause from further unintended conflicts in the Agreement. Notwithstanding anything to the contrary above, if your employment relationship is terminated by the Company and its affiliates and such termination constitutes a “termination of employment” within the meaning of Air Products and Chemicals, Inc. Achieving a diverse student body is at the heart of the Faculty of Law`s actual institutional mission, and its “good faith” is “assumed” unless “otherwise is demonstrated.” In these cases, lawyers often use a phrase like “No matter what is included here.” Then they add the particularly important determination, which requires special construction. This common writing technique invites trouble. This means that the treaty could say two different and inconsistent things. The reader could read the wrong thing and rely on it because he believes the parties really meant it. If the reader does not read the entire document, he may overlook the provision that actually regulates and replaces the bad one that the reader thought. Notwithstanding anything to the contrary above, SUPPLIER has the right to assign this Agreement or PPE, in whole or in part, to an affiliate of SUPPLIER after thirty (30) days prior to written notice to customer and subject to receipt of all regulatory approvals by CUSTOMER. In another clause, you can say that, notwithstanding anything to the contrary, the customer is responsible for paying a $100 cancellation fee.
The main purpose of using this expression, notwithstanding anything to the contrary, is to give more weight to one contractual term, statement or provision over another. This means, despite everything else in the law, that it can convey a contradictory message or meaning. What does “regardless of things to the contrary” mean? The High Court case of Royal Mail Estates Limited v Maple Teesdale Borzou Chaharsough Shirazi recently faced the interpretation of an agreement to the contrary. In this case, Kensington Gateway Holdings Ltd (the “Company”) purported to enter into a contract with Royal Mail Estates Limited (“Royal Mail”) for the sale and purchase of real estate. Under the deal, Royal Mail agreed to sell property for £20 million. The “Buyer” has been defined in the Agreement as the Company. Notwithstanding anything to the contrary, this means any condition that may conflict with such provision or statement. The court ruled in favor of the mining company and concluded that “herein” referred only to sales via production license fees. The court pointed out that the phrase “Nevertheless” appeared in the middle of a long paragraph on production licence fees.
It was not a stand-alone paragraph elsewhere in the agreement: “If the provision was intended to provide for a minimum payment due each year on the anniversary of its entry into force, it would be expected that this would be set out separately.” Id. at p. 473. The dispute was summed up in the sentence that began with “Regardless of what is contained in this document” and was in the middle of the paragraph on production license fees. What did “here” mean? If it were the entire deal, the mining company owed $75,000 a year, no matter what. However, if the term “present” referred only to the paragraph on production royalties, in the absence of mining, there would never have been liability for production royalties, so the mining company was not obliged to pay the minimum production royalty. In order not to disrupt the negotiations between the contracting parties, the author will insert the phrase “notwithstanding any provision to the contrary” in order to include provisions in the contract at the last minute, without worrying about other changes in the text of the contract. Maple Teesdale sought a summary determination because it considered that Royal Mail`s claim should fail because Maple Teesdale was not a party to the contract […].
