notwithstanding the foregoing

Anything to the contrary means essentially that. It is not different than the definition used in everyday language. MSCD explains as follows how using the word notwithstanding in a contract can create problems: For one thing, notwithstanding operates remotely on the provisions it trumps; readers could accept at face value a given contract provision, unaware that it is undercut by a notwithstanding contained in a different provision. To avoid disrupting the negotiations between contracting parties, the author will insert the sentence notwithstanding anything to the contrary to add last-minute provisions in the contract without going through the pain of making any other modifications to the contract wording. Notwithstanding your first impressions of notwithstanding, we hope youll make this versatile word part of your lexicon. Better yet, you might just use it yourself. 28 A clause paramount is a clause commonly contained in a bill of lading for the purpose of incorporating particular legislative provisions (such as the UK Carriage of Goods by Sea Act And the tragic part isher face was on a sudden distraught with pain the tragic part is that notwithstanding No lawyer-client, advisory, fiduciary or other relationship is created by accessing or otherwise using the Incorporated.Zone's website or by communicating with Incorporated.Zone by way of e-mail or through our website. Notwithstanding the foregoing, our experience has been that Term SOFR is frequently utilized in the LIBOR transition for commercial loans (see 'Historical Benchmark Replacements" below). the man suspected of being the serial killer is little known to his neighbors. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. For example, a contractor may sign a contract with a client and say that the work can be performed for a total cost of $10,000. In a nutshell, notwithstanding means in spite of, although, nevertheless, or regardless. Lets look at a few examples of how the word notwithstanding is actually used in contracts. The Manual is the primary resource for those who prepare or review legislation or are otherwise interested in the creation of an accurate, clear, and uniform legislative . Notwithstanding anything to the contrary means despite what was previously indicated. in the premises. Another concern is that it can result in one major notwithstanding rule. If subject to were left out, the clause is still understandable. This cookie is set by GDPR Cookie Consent plugin. By using our site you agree to our privacy policy. L. 108447] (15 U.S.C. Instead of stating the 20 provisions that need to be subordinated, a notwithstanding anything in the agreement would work. Thats when the court may need to consider the literal interpretation of the contract along with the intention of the parties in case of interpretation challenges. These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc. It does not store any personal data. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. Examples of the word notwithstanding in legal documents might include: Notwithstanding is considered a formal term in the English language. (a) The Executive's employment will automatically terminate upon the death or Disability of the Executive. Notwithstanding can be useful in some situations, including the following: Subject to and notwithstanding are two phrases that can be confusing when used in contracts. The cookies is used to store the user consent for the cookies in the category "Necessary". Notwithstanding the foregoing, all original material submitted by A as part of the work shall be the property of B whether or not B uses such material.----- A B . Just like contractors use shims to make final adjustments to their work instead of ripping and replacing the other aspects, lawyers will use notwithstanding other provisions as a way to adjust the contract without ripping and replacing other provisions. Notwithstanding the foregoing, if the cost of material goes up, the price shall be adjusted accordingly. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. The other main drawback of the term notwithstanding is that its a cumbersome word to use. In 2012 . We help brands stay relevant and gain visibility in search results. Permitted Transfers means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value. Foregoing means "that which came before." The foregoing could refer to a prior . Typically, the contract contains a provision that sets forth the requirements to be met in order to comply with the agreement. return s; Permitted Transfer means the conveyance, sale, lease, transfer or disposition by Borrower or any Subsidiary of: This SECURITY [AND ANY SHARES ISSUED UPON EXERCISE OF THIS SECURITY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE APPLICABLE SECURITY HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED UPON REQUEST BY THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.". You have two conflicting clauses where the first one grants a right to terminate without fees while the other one imposes an obligation of $100. 'Hiemal,' 'brumation,' & other rare wintry words. These cookies will be stored in your browser only with your consent. Notwithstanding legal use means creating exceptions to the rules of a contract. This cookie is set by GDPR Cookie Consent plugin. There is no specific legal meaning attributed to the word notwithstanding when its used in a legal context (it pretty much has the same meaning as plain English). By clicking Accept All, you consent to the use of ALL the cookies. The answer is D. You can use notwithstanding as a preposition, as a conjunction, or as an adverb. 1. Was this document helpful? You could do that by saying the previous sentence, or clauses (1) through (5), or some such. In legal writing, contracts, and legal documents, the term notwithstanding is generally used to create a form of independence between one provision and another (or one concept and another). The cookie is used to store the user consent for the cookies in the category "Performance". Thus, youll rarely see or hear it used in casual conversations or daily text communication. A common legal phrase is "notwithstandinganything to the contrary." Antonyms include because of, given, consequently, and accordingly. Pam is an expert grammarian with years of experience teaching English, Writing and ESL Grammar courses at the university level. Notwithstanding the foregoing, you (i)shall be permitted to retain archival copies of the Confidential Information in accordance with legal, regulatory and internal document retention policies, provided that such information retained may only be accessed for the legal, regulatory or compliance purpose that gave rise to such retention, (ii)shall Notwithstanding is also coupled with foregoing. Do you need legal help with understanding notwithstanding legal use? (a) DEFINITION.In this section, the term covered base closure area' means a base closure area that, on or before the date of enactment of this Act [Jan. 2, 2013], was treated as a HUBZone for purposes of the Small Business Act (15 U.S.C. Remember, the foregoing description of the plan is just a summary. The cookie is used to store the user consent for the cookies in the category "Other. Ideally, it would not contain any ambiguity and is not difficult to read. So make it clear what the foregoing refers to. Why use the sentence notwithstanding anything to the contrary? It may not be possible to eliminate all risks in a contract. The cookie is used to store the user consent for the cookies in the category "Analytics". notwithstanding 2 of 3 conjunction as in although in spite of the fact that the man suspected of being the serial killer is little known to his neighbors, notwithstanding he has lived in the apartment complex for years Synonyms & Similar Words although though while but albeit as if whereas whilst altho when howbeit much as notwithstanding 3 of 3 The answer is D. This phrase means the opposite of notwithstanding. Notwithstanding the foregoing, Square Enix reserves the right to establish an expiration date for this item code by providing advance notice via appropriate channels. ESQ supports multilingual data by default. She is established in private practice and has extensive legal experience counseling companies in the areas of business contracts and transactions,purchasing, sales, marketing, computer and technology law, employment law and day to day legal matters. notwithstanding the foregoing (where a statement is true despite the fact that a prior mentioned statement might m ; What does the foregoing mean in a contract? IF means if and only if. The word or shall not be exclusive. : without being prevented by (something) : despite used to say that something happens or is true even though there is something that might prevent it from happening or being true. Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through no wrongful action or
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