“So Long As”

In everyday English, the phrase so long as means if. As in, You may go to the movies, so long as Juanita goes too.

It’s used to convey that meaning in contracts too. I’m here to tell you that you should use if instead, as in the following examples that I caught in an EDGAR glue trap:

During the Restricted Period , beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only … so long as [if] such security is eligible for resale pursuant to Rule 144A …

On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as [if] the Company has deposited with the Paying Agent funds sufficient to pay

“Permitted Liens” means any and all of the following: … easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as [if] they do not materially impair the value or marketability of the related property …

… and it is entitled to appoint one director to the GoviEx board so long as [if] its share interest in GoviEx is 5% or higher.

… provided that, notwithstanding the foregoing, each Party shall be permitted to engage in general recruitment through advertisements or recruiting through head-hunters, so long as [if] the other Party’s employees and personnel are not specifically targeted.

But so long as is also used to convey the meaning for as long as, or while, as in, We’ll be able to remain on the island so long as our water supplies last. Well, even in that context if works just fine too, so that’s what you should use:

If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced under any applicable rule or law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as [if] the economic or legal substance of the transaction contemplated hereby is not affected in a materially adverse manner with respect to either party.

So long as [If] the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.7(b), (i) the Indemnifying Party shall not be responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third-Party Claim …

So bid farewell to so long as.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on ““So Long As””

  1. In your director appointment example, the intention may be not only that at the date of appointment the shareholding is above 5%, but also that if the shareholding later dips below 5% the director must resign. As long as (which I prefer over so long as) can be used as a shorthand for these two meanings. Better to spell it out though.

    • If the intended meaning is the one you suggest, the problem in that sentence is appoint: there’s no mention of the director having to leave if you go below 5%. Alternatives to so long as don’t address that.


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