English translation: to put aside the terms of an agreement/to relinquish rights in terms of the agreement
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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
English term or phrase:
to waive the terms of an agreement
English translation:
to put aside the terms of an agreement/to relinquish rights in terms of the agreement
The Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program established by this Agreement, the terms of which that have not been properly and duly waived.
First of all, I want to make sure my understandings below are correct:
1) The word "terms" in the provision means something like "conditions in an agreement";
2) The relative pronoun "which" relates to "this Agreement"; and
3) The relative pronoun "that" after the relative pronoun "which" is redundant, making the sentense ungrammatical.
Are all of them correct?
Supposing they are correct, the relative clause led by "the terms" still does not make sense to me, maybe because I do not understand what it means to "waive the terms of an agreement". Is it same as terminating an agreement?
Tell me the meaning and function of the relative clause (i.e. "the terms of which...").
Why is it inserted in the provision? How does it affect the overall meaning?
Explanation: From the excerpt you have given, the Equity distribution agreement lays down certain conditions.
One of those conditions is that the Company does not enter into any other sales agency agreements or distribution agreements.
By the terms of this Agreement it is *possible* for the Company to enter into other sales agency or distribution agreements if the other party to this Agreement agrees to it, i.e. if the other party to this Agreement waives their right to insist on this condition, or puts it aside, on a case by case basis.
In practice, this would normally require a written request from the Company to the other party, who would in turn reply in writing quoting the relevant clause in the Agreement confirming their consent to make an exception to this condition. The Company would have to make this request each time it wanted to enter into "another sales agency or distribution agreement".
-------------------------------------------------- Note added at 2 days34 mins (2011-08-11 07:40:41 GMT) Post-grading --------------------------------------------------
After reading your explanation, now I understand the provision means something like this:
"The Company may have entered into any other sales agency or distribution agreements or similar arrangements with other agents or representatives respecting the Shares and the equity shelf program established by this Agreement, but only to the extent approved by the Manager(the other party to this Agreement)."
Am I correct in the understanding of your explantion?
Then, it seems impossible to me to draw the above meaning from the original provision.
Isn't it possible that it is the other party to another sales agency or distribution agreement (as opposed to the other party to this Agreement) that waives the terms of its agreement?
In that case,
1) the relative clause is related to "any other sales agency or distribution agreements or similar arrangements", as Armorel says, instead of to "this Agreement", and
2) I think the original provision will be passable (except the redundant relative pronoun "that") as it is.
But in my view "the terms of which have not been properly ... waived" refers to "any other agreements ... or similiar arrangements". I think it's saying that if any other agreements have been entered, their conditions must have been waived (adapted ?) to agree with "this Agreement".
>terms of which that have not been properly and duly waived.
if the terms are waived then one essentially does not have an agreement. Unless they mean to waive some specific terms
Those 3 assumptions are perfectly correct. I'm no legal expert and often find contracts difficult to read, but this clause does seem particularly odd. I wonder whether there has been a copy/paste problem here.
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Answers
1 hr confidence:
to vet the terms of an agreement
Explanation: to waive the terms of an agreement => to vet the terms of an agreement
They may have intended to use "vet"
>terms of which that have not been properly and duly waived.
if the terms are waived then one essentially does not have an agreement. Unless they mean to waive some specific terms
vet
v. vet·ted, vet·ting,
v.tr.
2. To subject to thorough examination or evaluation: vet a manuscript.
Vetting
Vetting is a process of examination and evaluation, generally referring to performing a background check on someone before offering him or her employment, conferring an award, etc. In addition, in intelligence gathering, assets are vetted to determine their usefulness....
To vet was originally a horse-racing term, referring to the requirement that a horse be checked for health and soundness by a veterinarian before being allowed to race. Thus, it has taken the general meaning "to check"....
By the early 1900s, vet had begun to be used as a synonym for evaluate, especially in the context of searching for flaws. http://en.wikipedia.org/wiki/Vetting
airmailrpl Brazil Local time: 22:17 Works in field Native speaker of: English, Portuguese PRO pts in category: 24
relinquish/forego/forfeit the right to enforce terms
www.thefreedictionary.com/waive - Cached
To give up (a claim or right) voluntarily; relinquish. See Synonyms at relinquish. 2. To refrain from insisting on or enforcing (a rule or penalty, ...
as for your understanding
YES to all 1-3
gallagy2 Ireland Works in field Native speaker of: English PRO pts in category: 2
1 hr confidence:
to put aside the terms of an agreement
Explanation: From the excerpt you have given, the Equity distribution agreement lays down certain conditions.
One of those conditions is that the Company does not enter into any other sales agency agreements or distribution agreements.
By the terms of this Agreement it is *possible* for the Company to enter into other sales agency or distribution agreements if the other party to this Agreement agrees to it, i.e. if the other party to this Agreement waives their right to insist on this condition, or puts it aside, on a case by case basis.
In practice, this would normally require a written request from the Company to the other party, who would in turn reply in writing quoting the relevant clause in the Agreement confirming their consent to make an exception to this condition. The Company would have to make this request each time it wanted to enter into "another sales agency or distribution agreement".
-------------------------------------------------- Note added at 2 days34 mins (2011-08-11 07:40:41 GMT) Post-grading --------------------------------------------------
gallagy2's answer is equally valid.
Allison Wright Portugal Local time: 02:17 Native speaker of: English PRO pts in category: 10
The translation workplace 
peer agreement (net): +2
