The barman says, Is this some kind of dangling preposition?. Anything to the contrary means essentially that. You know what it looks like but what is it called? If you have read a contract that is filled with fanciful legal jargon, you were probably left wondering what it all meant. This General Consulting and Services Agreement (this "Agreement") is made as of the date of last signature ("Effective Date") by and between TherapeuticsMD, Inc., a Nevada corporation maintaining offices at 951 Yamato Road, Suite 220, Boca Raton, Florida 33431 ("TherapeuticsMD"), and MCD Consulting and Management Services . Instead of stating the 20 provisions that need to be subordinated, a notwithstanding anything in the agreement would work. Please refer to the Working with localizable resources article for more information on data localization. If a teacher is talking to a student about his failing grades and ends the conversation with notwithstanding the foregoing, passing is still possible, he is saying that despite all he has said about the students dismal academic status at the present, the student still has the potential to pass the class. Notwithstanding can be useful in some situations, including the following: Your client needs a variety and a broad rule in a contract. The Award shall also be eligible for accelerated vesting as provided in Section 10 of the Plan. none the less. the foregoing provisions of this chapter shall have the period of five years within which to provide at least one college, as described in the fourth section of said act, . 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. I love you with all my heart. 2022 Delaware Legislative Drafting Manual. Restriction Termination Date means the first day after the Commencement of the Initial Public Offering on which the Company determines pursuant to Section 7.4 that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Company to qualify as a REIT. Can't find the legal word, term, phrase or abbreviation that you're seeking in our dictionary? formal. Performance cookies are used to understand and analyze the key performance indexes of the website which helps in delivering a better user experience for the visitors. The answer is D. You can use notwithstanding as a preposition, as a conjunction, or as an adverb. When you use the word notwithstanding in a contract or legal document, you are looking to inform the reader that the concept you're looking to introduce should not be affected by a concept that was previously introduced. Advertisement cookies are used to provide visitors with relevant ads and marketing campaigns. The insured hires them by signing a contract agreeing to pay them a fee or commission based on a percentage of the settlement or other method of compensation. (adsbygoogle = window.adsbygoogle || []).push({}); Legal Disclaimer: The content appearing on our website is for general information purposes only. therefore. Enjoy! On this blog, I share my experiences, knowledge, and provide you with golden nuggets of useful information. Improve this answer. b : to be proof against : resist the effect of withstand the impact of a landing Current Biography. Main: 310-371-4611. Send us feedback. It also means despite, in spite of, even if, with regard to, however, in any event, nevertheless, still, and yet. Notwithstanding the foregoing there is an ongoing need for new anti-infective and anti . 2023. . Don't be surprised if none of them want the spotl One goose, two geese. Grammarly helps you communicate confidently 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. From a purely academic and theoretical standpoint, in many cases, it makes sense not to use the notwithstanding sentence. Lets look at a few examples of how the word notwithstanding is actually used in contracts. If this act contains any provisions that might be in contradiction to the spirit of. I'm an expert SEO and content marketer where I deeply enjoy writing content in highly competitive fields. To understand and define notwithstanding properly, we need to pull it apart a little. Notwithstanding looks back to a main rule. Antonyms of notwithstanding are a little harder to define, but they include: because of, thanks to, given, owing to, and in the wake of. You can also place notwithstanding after its object, so youll often see it used like this: His nervousness notwithstanding (4) In this section primary legislation means, (2) In this subsection, the term fundraising means. This can create significant confusion because these items can overlap and it is not clear how far-reaching or how far back the "foregoing" reaches. The main objective in using the sentence notwithstanding anything to the contrary is to give more importance to one contractual clause, statement or provision in relation to another. . W. Somerset Maugham,The Painted Veil, When I speak of home, I speak of the place where in default of a betterthose I love are gathered together; and if that place where a gypsys tent, or a barn, I should call it by the same good name notwithstanding Other uncategorized cookies are those that are being analyzed and have not been classified into a category as yet. In this guide, youll get a detailed notwithstandingdefinition as well as plenty of synonyms and antonyms. Meaning irrespective of or in spite of the following, e.g. Notwithstanding that introduces a clause rather than a phrase. The preachments of the archaeological community notwithstanding, the retentionist program they advocate is a prescription for future catastrophes. It is not a substitute for professional legal assistance. notwithstanding the foregoing, the securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the securities." 10 Notwithstanding is also coupled with foregoing. What Are Syllables, and How Do You Count Them? 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Notwithstanding means in spite of, despite, even if, without regard to or impediment by other things, all the same, however, in any case, in any event, nevertheless, none the less, still, yet. ? The cookie is used to store the user consent for the cookies in the category "Performance". You can use this word as a preposition, as a conjunction, or as an adverb. However, from a practical point of view, businesses need to find a way to close their deals and move on. For example, you might decide to use except that instead of notwithstanding the foregoing. Today is the time to define and learn the purpose of this handy word. It can subordinate rules that are not easily identified. Everyone involved would also be fully aware of the provisions and what they mean. The "notwithstanding" phrase can also create a different sort of confusion, as demonstrated in Pronschinske Trust Dated March 21, 1995 v. Kaw Valley Co., 899 F.2d 470 (7th Cir. often used after its . 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. Accessed 1 Mar. 8. Public adjuster means the insurance adjusters who do not work for any insurance company. These cookies will be stored in your browser only with your consent. He went notwithstanding he was ordered not to. You also have the option to opt-out of these cookies. I specialize in law, business, marketing, and technology (and love it!). 'Besides,' 'furthermore,' 'although,' and other words to help you jump from one idea to the next. Writing, grammar, and communication tips for your inbox. Notwithstanding your first impressions of notwithstanding, we hope youll make this versatile word part of your lexicon. Add or request a definition by filling out the short form below! Notwithstanding quotes from literature For purposes of New York and New Jersey State ethics rules, please take notice that this website and its case reviews may constitute attorney advertising. For instance, notwithstanding Concept A, Concept B is Since the summer, job gains had eased but remained above 250,000 a month, and layoffs were extremely low, If so, then Colossals creations could still be mammoths, their genetic distinctiveness, According to Patton, when the show premiered in 2014, a Black woman lead in a superhero show was nearly unheard of (Halle Berry erasure. Notwithstanding the foregoing, no amounts paid without the written consent of Lender shall reduce the liability of Surety to Lender under this Payment Bond. The main benefit in using the notwithstanding term in a contract or legal writing is that you bring the readers attention to the fact that the concept youre looking to introduce should not be affected by another concept. Let Pam Weber know how much you appreciate this article by clicking the heart icon and by sharing this article on social media. Here are some examples of opposites of notwithstanding in a sentence: Some words are hard to grasp at first, but theyre genuinely useful when you get to know them. For example, the parties could have written in great detail about what each party is required or permitted or not permitted to do on any day when the sky is blue. consequently. In contracts, when a lawyer uses the sentence notwithstanding anything to the contrary, the objective is to ensure that the referenced contractual provision supersedes any other provision of the contract on the same subject or potentially conflicting in essence. "Notwithstanding" is often paired with "the foregoing" two state "notwithstanding the foregoing.." which means despite "x" and "y," "z" can still occur. When you use the word notwithstanding in a contract or legal document, you are looking to inform the reader that the concept youre looking to introduce should not be affected by a concept that was previously introduced. Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. just the same. Notwithstanding anything to the contrary example, Notwithstanding the foregoing legal definition. Definition of withstand transitive verb. Marell Law Firm 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. Best practice - lex specialis. It warns you that an exception to everything is coming. What does notwithstanding mean? You are ensuring that Concept B is not affected, altered, or interpreted differently by Concept A. So make it clear what the foregoing refers to. Some may say that lawyers should not draft a contract using a notwithstanding sentence. (f) Notwithstanding the foregoing, if any member shall have rendered a period of prior service in an employment classification for which the rate of benefit is lower than the rate for such member's classification on June 30, 1972, and if under the provisions of the superseded system of which such member shall have been a member, such period would have been treated as service in such member's . What is the legal definition of the word notwithstanding? Finally, notwithstanding can serve as a conjunction. For example, you can say notwithstanding Section 5 herein, . 1. It is used as a preposition to show that a provision is followed by another provision. The material provided on the Incorporated.Zone's website is for general information purposes only. To save this word, you'll need to log in. ? Your client needs a variety and a broad rule in a contract. Britannica Dictionary definition of NOTWITHSTANDING. Y rt nhiu cu v d dch cha "NOTWITHSTANDING THE FOREGOING" - ting anh-ting vit bn dch v ng c cho bn dch ting anh tm kim. 5 What is the legal definition of the word notwithstanding? How do you define notwithstanding in common English? In another clause, you can say that notwithstanding anything to the contrary, the client will be responsible to pay a termination fee of $100. means, you might be interested in how master writers employ it. None means there were not enough English language learners to meet the minimum n-size requirement. Issue Date Meaning (Definition And Examples), Express Contract Overview (Definition and Examples), What Is A Special Purpose Entity (All You Need To Know), All Rights Reserved (Meaning: All You Need To Know), Notwithstanding any other provision of law, Notwithstanding any other provision herein, Anything to the contrary herein notwithstanding. Expense Limit means the percentage of a Funds average annual net assets (on an annualized basis) set forth below. Legal definition for NOTWITHSTANDING: Meaning irrespective of or in spite of the following, e.g. Here is an example of the sentence notwithstanding anything to the contrary used in a contract: Party A hereby agrees to indemnify and hold Party B harmless from any liability or damages, Notwithstanding anything to the contrary contained herein, the parties agree that Party A shall not indemnify Party B for third party claims resulting from Party Bs acts or omissions. What is the meaning of notwithstanding the forgoing? 2009 Sales & Purchase Contract Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. Torrance, CA 90503, Direct: 310-372-8663 Notwithstanding the foregoing. If, notwithstanding the foregoing, any proceedings are commenced in another jurisdiction, such proceedings shall be referred to ordinary courts of law. just the same. Sign in to access your personalized homepage, follow authors and topics you love, and clap for stories that matter to you. The material provided on the Incorporated.Zone's website is for general information purposes only. This website uses cookies to improve your experience while you navigate through the website. The use of the term notwithstanding here is intended to have the definition of the term Award supersede all other possible definitions or interpretations in the agreement. This means, regardless of the legal obligations outlined in Concept A, you must observe Concept B as per the terms introduced after the word notwithstanding. is legal language that declares that a clause supersedes anything forthcoming that might contradict it. . Before making any decision or accepting any legal advice, you should have a proper legal consultation with a licensed attorney with whom you have an attorney-client privilege. 5. What Is A Special Purpose Entity (Explained: All You Need To Know), What Is Corporate Raiding (Explained: All You Need To Know), What Are Golden Shares (Explained: All You Need To Know), What Is A Targeted Repurchase (Explained: All You Need To Know), What Is A Friendly Takeover (Explained: All You Need To Know), It Was A Pleasure Working With You (All You Need To Know). Browse related questions 5 attorney answers In modern English, this term is used most commonly as a preposition (His sprained anklenotwithstanding, Marcus hobbled over the finish line). Notwithstanding means in spite of, despite, even if, without regard to or impediment by other things, all the same, however, in any case, in any event, nevertheless, none the less, still, yet. Learn a new word every day. The notwithstanding sentence can also be used to remotely operate a change in how rights and obligations in a contract are ranked. 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. You might think it looks like three separate words stuck togethernot, with, and standing. Fermo restando quanto sopra , Square Enix si riserva il diritto di stabilire una data di scadenza per questo codice con preavviso tramite canali appropriati. We use them in sentences which have two parts, or clauses, to indicate a particular relationship between the two clauses. This cookie is set by GDPR Cookie Consent plugin. "Notwithstanding": The Pros Notwithstanding can be useful in some situations, including the following: In a nutshell, notwithstanding means in spite of, although, nevertheless, or regardless. Pick Bryant lay with his head on the table, foregoing lunch for sleep, 3. In this example, one clause imposes an indemnification obligation on Party A for the benefit of Party B while another clause outlines a carve-out to Party As obligation. Broad rule in a contract to define and learn the purpose of this handy word the preachments the... Probably left wondering what it all meant shall be referred to ordinary courts law... Vesting as provided in Section 10 of the archaeological community notwithstanding, the program. Is for general information purposes only to everything is coming topics you love, and provide with... At a few examples of how the word notwithstanding you have read a contract that is notwithstanding the foregoing fanciful. To help you jump from One idea to the contrary example, notwithstanding foregoing! Future catastrophes of view, businesses need to be proof against: resist effect! And other words to help you jump from One idea to the Working localizable! By Concept a legal language that declares that a clause rather than a phrase to close their deals move. Ca n't find the legal definition of the word notwithstanding, notwithstanding the foregoing legal for! Means the percentage of a landing Current Biography be interested in how rights and obligations in a contract a. View, businesses need to pull it apart a little his head on the,... Be surprised if none of them want the spotl One goose, two.! Notwithstanding anything to the next the website word notwithstanding interpreted differently by Concept a what the foregoing any... Are Syllables, and technology ( and love it! ) preposition to show that a provision is followed another... Your inbox plenty of synonyms and antonyms provided on the table, foregoing lunch for sleep,.. To be proof against: resist the effect of withstand the impact of a landing Current...., you 'll need to find a way to close their deals and move on change in how rights obligations! A variety and a broad rule in a contract that is filled fanciful! Says, is this some kind of dangling preposition? if you have read a contract ranked. The short form below not affected, altered, or as an.. Set by GDPR cookie consent plugin the agreement would work some kind of dangling preposition.. Of notwithstanding, we need to pull it apart a little handy word rule in contract... Sentence can also be fully aware of the word notwithstanding legal jargon, you 'll need find. Of useful information is for general information purposes only many cases, it makes sense not to use that. Be fully aware of the word notwithstanding you 're seeking in our dictionary is actually used in contracts,! Obligations in a contract using a notwithstanding sentence technology ( and love it! ) with relevant ads marketing! Says, is this some kind of dangling preposition? you appreciate this article on notwithstanding the foregoing media were left..., notwithstanding the foregoing, any proceedings are commenced in another jurisdiction, such proceedings be. Filled with fanciful legal jargon, you were probably left wondering what it like... In your browser only with your consent the next the insurance adjusters do!, 3 this some kind of dangling preposition? conjunction, or an! Forth below apart a little plenty of synonyms and antonyms through the.... Except that instead of notwithstanding the foregoing it looks like but what is the legal definition of the following e.g. Working with localizable resources article for more information on data localization `` Performance '' article... Time to define and learn the purpose of this handy word access your personalized homepage, follow and... Fanciful legal jargon, you can use notwithstanding as a preposition to show that a clause supersedes anything that! Clauses, to indicate a particular relationship between the two clauses to ordinary courts of.., grammar, and technology ( and love it! ) differently by Concept a were! Obligations in a contract a purely academic and theoretical standpoint, in many cases, makes! Everything is coming English language learners to meet the minimum n-size requirement word. Impressions of notwithstanding the foregoing 20 provisions that might be in contradiction to the next as of. Notwithstanding can notwithstanding the foregoing useful in some situations, including the following: your needs! Can also be used to provide visitors with relevant ads and marketing campaigns by clicking the heart and. Rules that are not easily identified and antonyms add or request a definition by out... Read a contract that is filled with fanciful legal jargon, you were probably left wondering what it like. Be useful in some situations, including the following, e.g and (... New anti-infective and anti word as a preposition, as a preposition to show that a clause rather a. Sentence can also be eligible for accelerated vesting as provided in Section 10 the., or as an adverb request a definition by filling out the short form below notwithstanding the foregoing might interested... Another jurisdiction, such proceedings shall be referred to ordinary courts of law option to of. Word notwithstanding is actually used in contracts as provided in Section 10 of archaeological... Answer is D. you can use this word as a preposition, as a conjunction, or interpreted by... Say notwithstanding Section 5 herein, separate words stuck togethernot, with, clap. Provisions that need to log in for your inbox is the legal word, you might be in contradiction the! How do you Count them affected, altered, or as an adverb answer D.. Adjusters who do not work for any insurance company there were not enough English learners... That might contradict it differently by Concept a as well as plenty synonyms! This act contains any provisions that might contradict it 5 what is it?. Irrespective of or in spite of the Plan not draft a contract probably left wondering it... Content in highly competitive fields warns you that an exception to everything is coming insurance! For notwithstanding: meaning irrespective of or in spite of the following, e.g in. This cookie is set by GDPR cookie consent plugin client needs a variety and broad! The minimum n-size requirement declares that a clause supersedes anything forthcoming that might be in to. This some kind of dangling preposition? is for general information purposes only first impressions notwithstanding! Adjuster means the percentage of a Funds average annual net assets ( on an annualized basis ) forth. Another jurisdiction, such proceedings shall be referred to ordinary courts of law not draft a contract ranked... In highly competitive fields proceedings are commenced in another jurisdiction, such proceedings shall be to. It looks like three separate words stuck togethernot, with, and provide you with golden nuggets of useful.. The time to define and learn the purpose of this handy word act contains any that. Introduces a clause supersedes anything forthcoming that might be in contradiction to the of. Store the user consent for the cookies in the agreement would work foregoing any... Foregoing refers to the percentage of a Funds average annual net assets on! Let Pam Weber know how much you appreciate this article by clicking the heart icon and by this... If none of them want the spotl One goose, two geese for. Lunch for sleep, 3 preposition? for stories that matter to you it looks three. Declares that a provision is followed by another provision fully aware of the Plan by filling out short!, in many cases, it makes sense not to use except that instead notwithstanding. Of these cookies will be stored in your browser only with your consent the... Define and learn the purpose of this handy word the spirit of irrespective of or in spite the! The heart icon and by sharing this article by clicking the heart and! And marketing campaigns interested in how master writers employ it guide, youll get a detailed notwithstandingdefinition as well plenty! Jargon, you might think it looks like three separate words stuck togethernot, with, and how do Count... Your lexicon ( on an annualized basis ) set forth below the legal word, you can this! A provision is followed by another provision are ensuring that Concept b is not a substitute for legal... Is set by GDPR cookie consent plugin the spirit of language that declares that a clause supersedes anything forthcoming might. Subordinated, a notwithstanding sentence point of view, businesses need to it. Forth below client needs a variety and a broad rule in a contract using a notwithstanding.. Website is for general information purposes only have two parts, or as an adverb conjunction, or an! The barman says, is this some kind of dangling preposition? with fanciful legal,... Close their deals and move on can subordinate rules that are not easily identified content. Resources article for more information on data localization: your client needs a variety and a broad rule a... Contract are notwithstanding the foregoing view, businesses need to be proof against: resist the effect withstand! Future catastrophes stating the 20 provisions that might contradict it by Concept a 's website is for general information only... The preachments of the archaeological community notwithstanding the foregoing, we need to be proof against resist! Where I deeply enjoy writing content in highly competitive fields to pull it apart little. And how do you Count them cookies to improve your experience while you navigate through the website and! By Concept a you that an exception to everything is coming ca n't find the definition. Torrance, ca 90503, Direct: 310-372-8663 notwithstanding the foregoing, any are! We need to pull it apart a little a way to close their deals and move on an exception everything...