Russian Federation: Default By The Russian Corporate Bond Issuers On Their Bonded Loan Obligations

Last Updated: 29 April 2009
Article by Sergey Sorokin

Corporate shares and bonds, government bonds, and bills issued by banks and companies are the main types of the securities circulating in the Russian financial market.

This article is dedicated to the problem of default by the Russian corporate bond issuers on their bonded loan obligations, because starting with Q4 2008 the attention of all the securities market participants has been drawn to the Russian bonded loans' default problem and to the consequences of such default.

According to Article 2 of the Federal Law #39-FZ of April 22, 1996 On the Securities Market, a bond is an issued security, i.e. a security, including paperless securities, having the following features at the same time: it formalizes the aggregate of proprietary and non-proprietary rights subject to certifying, assignment and unconditional realization compliant with the form and the order as provided by the law; it is placed in issues; it has equal volume and terms of realization of the rights within one issue regardless of the time of such security acquisition.

The holder rights in securities issued in the documentary form are verified with certificates (if certificates are kept by the holders themselves) or with certificates and records made to the appropriate custody accounts in depositaries (if certificates were transferred to be stored with a depositary). The holder rights in paperless bonds are confirmed in the register keeping system – with records to personal accounts with the register keeper, or in case of a depositary, with records made to the appropriate custody accounts in depositaries (Article 28, Federal Law On the Securities Market).

A bonded loan agreement is executed by way of issuing and selling the bonds.

Contemporary Russia has been seeing a lot of Russian companies using bonds as a tool of raising extra funds for their further expansion. It should be noted that the state (the Russian Federation) in turn has been actively promoting the exchange-traded bond market development by perfecting the procedure for bond structuring and placement, and by providing new groups of investors with normative possibilities to become engaged in transactions with corporate bonds.

However, starting with Q4 2008, there has been an avalanche of Russian bond issuers defaulting on their bonded loans. Every third issuer defaults on its bonds; such issuers cannot or sometimes do not wish to honor their obligations. Various mechanisms are used to avoid such obligations, including voluntary disbanding of issuers and guarantors and/or declaring themselves insolvent (bankrupt).

In our opinion, the Russian legislation was not ready to such turn of events.

The Russian corporate bond market is special in that despite the unified character of the normative legal regulation by the Government of the bond issuing procedures and the existing common standards (the Russian Federation Civil Code, the Federal Law On the Securities Market, Standards of Issuing the Securities and Registration of the Security Prospectuses, approved by the RF FFMS Order #07-4/pz-n of 25.01.2007), each of the companies entering the corporate bond market tries to state its bond issue decision provisions related to the issuer's default, its consequences and the order of presenting claims to the issuer and the guarantors, in a way creating the maximum of obstacles to the bondholder trying to utilize the said provisions.

Let's consider some of the problems, which holders of corporate bonds by Russian issuers have to face.

Provisions associated with the issuer's default and with investor actions in case of such default on bonds shall be stipulated in Item 9.7. of any issuer's Decision to Issue Securities.

According to Item 6.2.10. of the Standards of Issuing the Securities and Registration of the Security Prospectuses, approved by the RF FFMS Order #07-4/pz-n of 25.01.2007 (hereinafter referred to as Issuing Standards), failure by the issuer to fulfill its obligations under the bonds constitutes a material breach of the terms and conditions of the concluded loan agreement (default) if:

- payment of regular interest (coupon) on the bond is more than 7 days late, or the issuer refuses to fulfill the said obligation;

- repayment of the bond principal is more than 30 days late, or the issuer refuses to fulfill the said obligation.

Fulfillment of the appropriate obligations with delay, however, within the timeframe prescribed by this item of the Standards, constitutes a technical default.

The said provisions must be contained in the Decision to Issue Securities by any issuer being a Russian legal entity because those provisions are imperatively established by the Issuing Standards.

According to Item 9.7. of any issuer's Decision to Issue Securities, default – as a failure by the issuer to fulfill its obligations under the bonds – constitutes a material violation of the loan contract's terms and conditions, providing the bondholder with the right to claim from the issuer payment of the bond principal and/or income on the bond, as well as interest on such delayed payment of the bond principal and/or income on the bond, as stipulated with Articles 395 and 811 of the Russian Federation Civil Code, if:

- payment of coupon income on the bond is more than 7 days late, or the issuer refuses to fulfill the said obligation;

- repayment of the bond principal (part of the principal) is more than 30 days late, or the issuer refuses to fulfill the said obligation.

Thus, both the Russian Federation legislation and issuers' decisions to issue securities contain the two above-stated grounds for declaring default of the issuer.

Let's consider each of them in detail.

i) payment of coupon income on the bond is more than 7 days late, or the issuer refuses to fulfill the said obligation.

Because the bond provides its holder with the right to earn some fixed interest on the nominal value of the bond or other proprietary rights, the issuer's decision to issue securities establishes responsibility of the issuer to pay such coupon (interest) income on the bonds, as well as the order of defining the amount of such income and the exact terms of its payment.

Failure by the issuer to fulfill its responsibility to pay the coupon (interest) income within the timeframe specified in the decision to issue securities constitutes violation of the concluded bonded loan agreement and triggers consequences in the form of the bondholder's right to demand fulfillment of the said obligations both from the issuer, and from the persons who have provided collateral to the bonded loan, as stipulated with Item 9.7. of the issuer's Decisions to Issue Securities, including by way of filing the appropriate claim with the court of general jurisdiction or arbitration court depending on whether the bondholder is an individual or a legal entity.

In this connection, the following question becomes of an interest – could a delay in the issuer's fulfillment of its obligation to pay the coupon (interest) income on the bonds for the period exceeding 7 days, i.e. a default according to item 9.7 of the decision to issue securities, be considered as the grounds for the bondholder to present the issuer and the bond issue collateral providers with its claim of early redemption of the bond principal (early termination of the bonded loan agreement)?

As of now, there is no unequivocal answer to this question, since bondholders and issuers have different opinions on this matter, and there has been no relevant judicial precedent yet.

The issuer could take the following position: in such a case, the bondholder acquires only the right to claim that the issuer and the bond issue collateral providers pay the unpaid coupon income and the interest for delay in performance of obligations, as stipulated in Article 395 of the Russian Federation Civil Code.

The following supports this point of view:

Since the Russian Federation Civil Code provisions can be applied to legal relations associated with a bonded loan as long as nothing else is provided with the law or its order, Paragraph 1 of Chapter 42 of the Russian Federation Civil Code (including its Article 811) does not provide the borrower with the right to demand any early execution of the loan agreement by the lender in case of such loan interest overdue.

Based on the abovementioned paragraph's provisions, one could come to a conclusion that the bondholders acquire the right to claim from the issuer and the bond issue collateral providers early repayment of the bond principal (early termination of the bonded loan agreement) in case the issuer is late on its obligations to pay the coupon (interest) income or refuses to fulfill the said obligation, only in case of express statement of such right in the issuer's decision to issue securities (the bonded loan agreement).

The bondholders could take the following position: the bondholder not only acquires the right to claim from the issuer and the bond issue collateral providers payment of the unpaid coupon income and the interest for delay in performance of obligations, as stipulated in Article 395 of the Russian Federation Civil Code, but also the right to claim early redemption of that issue's bonds, i.e. early execution of the bonded loan agreement obligations.

The following supports this point of view:

As follows from any bond issue decision, the issuer's default on payment of the coupon income constitutes a material violation of the terms and conditions of the loan agreement.

According to Item 2, Article 450, the RF Civil Code, any agreement between the parties can be amended or terminated upon request of one of the parties based on the court decision if there is a material violation of the agreement by the other party.

Based on the said Article, a breach of contract by one of the parties should be recognized material whenever such breach results in a damage for the other party to the extent considerably erasing the benefits the other party could reasonably expect to receive at the time of signing the contract.

As follows from Article 816 of the Russian Federation Civil Code, a bond provides its holder the right to earn the fixed interest of the bonds face value.

Thus, presuming that the bondholder, when concluding the bonded loan agreement, expected to receive his/her stable bond coupon income on time and in full, taking into consideration the provision of the decision to issue securities stating that failure by the issuer to fulfill its coupon income payment obligations shall be considered as a material breach of the terms and conditions of the loan agreement, it is possible to conclude that in case of failure by the issuer to fulfill its coupon (interest) income payment obligations, or delay in fulfillment by the issuer of such obligations, the bondholder has the right to take legal action claiming early termination of his/her bonded loan agreement with the issuer and collection from the issuer and the bond issue collateral providers of the bond principal, the unpaid coupon (interest) income and interest as provided by Article 395 of the Russian Federation Civil Code.

ii) repayment of the part of the bond principal is more than 30 days late, or the issuer refuses to fulfill the said obligation.

The issuer's decision to issue securities may include the issuer's obligations of early redemption of all or part of the bonds in the issue, as well as terms and conditions of occurrence of such responsibility of the issuer in the following cases:

- in the decision to issue securities, direct statement of the period for presenting bonds for redemption by the issuer (for example, within the last five days of the 3rd and the 6th coupon periods) (public irrevocable offer by the issuer to buy back the bonds of the issue included in the text of the decision to issue securities and that of the security prospectus. Its realization does not require the issuer to arrange a separate public irrevocable offer to acquire its own bonds and provides the bondholders with the right to take actions as stipulated in the decision to present their bonds for acquisition by the issuer and to request the issuer to unconditionally fulfill such public offer within the timeframe as stated in the decision to issue securities);

- in the decision to issue securities and in the security prospectus, statement of possible occurrences with the issuer of the obligation to buy the bonds (for example, if after the announcement of coupon rates the bond still has undecided rates in respect of at least one of the subsequent coupons then simultaneously with announcing the rates of i and other determined bond coupons the issuer must provide the bondholders with the right to request the issuer to buy the bonds within the last seven days of the last determined coupon period). In that case the text of the public irrevocable offer by the issuer to buy back bonds of the issue may be included in the text of the decision to issue securities and that of the security prospectus, or the decision to issue securities may include the issuer's obligation to arrange (sign) a public irrevocable offer to buy back its bonds, determining the procedure of acquiring the bonds by the issuer.

Besides, the decision to issue securities and the security prospectus may provide for an option of the issuer buying the bonds of the issue based on agreement with their holder (holders). In that case, the decision to buy the bonds shall be taken by the authorized body of the issuer, and such decision shall include the number of the bonds, the price, which the issuer will pay for the bonds based on the agreement with their holders, the order and the term of buying such bonds.

The latter case is realized by making the issuer responsible for arranging (signing) a public irrevocable offer to buy back the bonds determining the procedure of acquiring the bonds based on the agreement with their holders.

Delay or failure by the issuer to fulfill its obligations in respect of any of the above-stated public irrevocable offers is exactly, as stipulated in item 9.7. of the issuer's decision to issue securities, the case described as 'repayment of the bond principal (part of the principal) is more than 30 days late, or the issuer refuses to fulfill the said obligation'.

However, it should be noted that all the aforesaid cases do not entail unconditional obligation of the issuer to redeem the bonds paying their face value before all bondholders of the issue because the bondholders must carry out very specific actions to accept the said offers by the issuer. The bondholder actions required to accept the issuer's offer, as well as the order and the terms of their fulfillment, are prescribed in each public irrevocable offer by the issuer irrespective of whether such offer is fixed in the text of the decision to issue securities or it is issued as a separate document.

Bondholder's refusal to carry out the above-stated actions, or non-compliance with the order and the terms of fulfillment of those actions as provided by the issuer's offer does not create the issuer's obligation to buy the bonds from the bondholder.

As to the second bond default scenario as stipulated in item 9.7. of the decision to issue securities, it has its own week points, too, which probably will be solved only at the judicial practice formation stage, i.e.: whether the issuer's failure to honor its obligations under the public irrevocable offer before the bondholder accepting such offer results in occurrence with those bondholders of the same issue, who did not accept the offer by the issuer, of the right to claim an early repayment of the bond principal from the issuer (early redemption of the bonds of that issue).

There is no consensus with regard to this matter, too. Issuers insist that such right does not arise in respect of the bondholders, who did not accept the offer by the issuer, based on the following:

According to Item 2, Article 811, the RF Civil Code, the lender's right to request early return of all remaining amount of the loan arises if the loan agreement provides for such loan repayment in parts (by installments), and the borrower has violated the repayment schedule as established by the loan agreement.

Provisions of the issuer's decision to issue securities establishing the issuer's obligation to forward to the bondholders its public irrevocable offer to buy the bonds of that issue or the issuer's public irrevocable offer included in the text of the issuer's decision to issue securities, despite their similar nature, are not the provision of the bonded loan agreement allowing such loan repayment in parts (by installments).

This conclusion is based on the notion that the issuer's decision to issue securities includes the issuer's obligation to buy the securities from the bondholder matching the right of the bondholder to present the bonds for early redemption.

Therefore, based on the counteractions by the bondholder accepting the issuer's offer only, an early redemption of the bondholder's securities by the issuer is possible, hence, the said provision cannot be considered as the provision stipulating loan repayment in parts (by installments), since without the appropriate actions by a particular bondholder accepting the issuer's offer in the order and on the conditions as provided by the issuer's offer, the issuer is not obliged to buy back any bonds of that issue from that particular bondholder early.

Moreover, the issuer's sending and the bondholder's accepting such public irrevocable offer transfers the parties from relations within the framework of the bonded loan agreement to relations associated with purchase/sale of the securities.

According to Articles 454 and 456 of the Russian Federation Civil Code, under a purchase/sale agreement, one party (seller) undertakes to transfer a thing (commodity) to the possession of the other party (buyer), while the buyer undertakes to accept that commodity and to pay a specified amount of money (price) for it. The seller must transfer to the buyer the commodity as specified by the purchase/sale agreement.

The aforesaid provisions of the Russian Federation Civil Code mean that the bondholder's acceptance of the issuer's offer signifies conclusion of a bonds purchase/sale agreement between the latter and the issuer, correspondingly providing the bondholder with the right to request the issuer to pay money for the bonds, and the issuer with the right to request transfer of the bonds.

Based on the aforesaid, we could draw a conclusion that the issuer's violation of its obligations under the public irrevocable offer is applicable only in respect of the issuer's obligations to buy bonds from the bondholder who accepted the offer and therefore has become the party to the agreement.

Those bondholders who did not accept the issuer's offer, to support their alleged right to claim early fulfillment by the issuer of its obligations under the bonded loan, can refer to Item 2, Article 450, RF Civil Code, containing provisions on material violation by the issuer of the terms and conditions of the bonded loan agreement.

The fact that the issuer has allowed violation of the terms and conditions of the bonded loan agreement only in respect of the bondholders who accepted the issuer's offer has no significance because the issuer's failure to fulfill its obligations before one bondholder constitutes, according to the issuer's decision to issue securities, a material breach of the terms and conditions of the bonded loan agreement (default), and such issuer's default is applicable to all the bondholders, including those who did not accept the issuer's offer, and such issuer's default provides any bondholder with the right to claim early fulfillment by the issuer of its obligations under the bonded loan agreement.

It should be noted that the probable position of the issuers in respect of this matter looks more defendable to us.

As shows experience of Law Firm Liniya Prava as one of the legal advisers in the Russian financial services market, absence of any economically strong point is a distinctive feature of a defaulted bonded loan.

On the one hand, bondholders, as a rule, face actual impossibility of satisfying their claims at the expense of the issuer due to absence of any monetary or other liquid funds in its assets. Therefore, any legal procedures that they may have in their disposal to press the issuer (including the court of law) are ineffective in advance.

On the other hand, the issuer is on the verge of bankruptcy, and its only reasonable way of rescue is to get an extension on its obligations under the bonds. Readiness of the issuer to struggle for its own existence and its desire to avoid bankruptcy are good signs of the issuer's aspiration to collaborate with the bondholders.

Unfortunately, the current bond market situation is such that not all issuers are ready to collaborate with the bondholders; many bonded loan issuers and guarantors are looking for and finding ways to avoid liability for their default on bonded loans.

Here are just a few of such methods:

- issuers and their owners use arbitration court to contest the existing public irrevocable offers with a view to get extension on bond payments;

- the issuer (guarantor) disposes of its assets and initiates procedure of voluntary dissolution with subsequent bankruptcy of the legal entity based on the simplified bankruptcy procedure as provided by the Federal Law On Insolvency (Bankruptcy).

We would like to note that the Government (the Russian Federation) is trying to participate in the defaulted bonds problem solving. For example, Vladimir Milovidov, the Head of the FFMS of Russia, has made a number of statements recently, including that the Government could go as far as buyout the defaulted bonds, but only in cases where it would be firmly assured that the issuer really could not serve the debt. In addition, the FFMS of Russia has sent its letters to the Russian Federation Supreme Arbitration Court, the Russian Federation Supreme Court, and the Ministry of Internal Affairs of the Russian Federation requesting to give "special attention" to the problem of Russian issuers' defaults, and in its letter addressed to Anton Ivanov, Chairman of the Russian Federation Supreme Arbitration Court, the FFMS of Russia requests to pay attention to the general practice of legal proceeding in respect of "problem" issuers, and to develop the judicial position on this matter.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions