Partial Unenforceability Contract Clauses (1,667)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause paragraph or provision hereof. If any section, paragraph, clause paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. provision.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause paragraph or provision hereof. If any section, paragraph, clause paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed permitted to be made such minor changes (and only such minor changes) as are necessary to make it valid and... enforceable. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. 28 16. -33- 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. 28 16. -27- 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. 28 16. 23 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 22 17. Governing Law Provisions. THIS AGREEMENT SHALL... BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. 33 19. Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, Manhattan or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints National Corporate Research, Ltd. as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. View More

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 22 -31- 17. Governing Law Provisions. (a) THIS... AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK APPLICABLE WITHOUT REGARD TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. CONFLICTS OF LAW PRINCIPLES THEREOF. (b) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, York or the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any such court, Specified Court in a Related Proceeding (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Related Proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding Related Proceeding brought in any such court. Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding Related Proceeding brought in any such court Specified Court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. View More

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 22 17. -33- 19. Governing Law and Waiver of Jury Trial... Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT STATE. NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, York or the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any such court, Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Related Proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding Related Proceeding brought in any such court. Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding Related Proceeding brought in any such court Specified Court has been brought in an inconvenient forum. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 30 37 20. GENERAL. General.... This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company , one or more Attorneys-in-fact on behalf of the Selling Stockholders and the Representative. Representatives. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 30 20. 1 Note to draft:... Applicable reference to be referenced when Underwriting section is in final form 35 21. GENERAL. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representative. Representatives. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 30 29 20. GENERAL. General.... This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representative. Notwithstanding anything herein to the contrary, the Engagement Agreement, dated September 22, 2015, by and between the Company and C-H shall continue to be effective and the terms therein shall continue to survive and be enforceable by C-H, in accordance with it terms. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Remainder of Page Intentionally Blank] 31 32 If the... foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser Adviser, the Administrator and the Underwriters. View More

Partial Unenforceability. The invalidity or unenforceability of any section, Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, Section, paragraph or provision hereof. If any section, Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Remainder of Page... Intentionally Blank] 31 30 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser Adviser, the Administrator and the Underwriters. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of... this Agreement valid and enforceable. (Remainder of page intentionally left blank. Signature page to follow.) 23 26 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SPHERIX INCORPORATED CYCLACEL PHARMACEUTICALS, INC. By: Anthony Hayes /s/ Spiro Rombotis Spiro Rombotis President and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of... this Agreement valid and enforceable. (Remainder of page intentionally left blank. Signature page to follow.) 23 28 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SPHERIX INCORPORATED U.S. GOLD CORP. By: Anthony Hayes /s/ Edward M. Karr Edward M. Karr Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. View More

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Remainder of Page Intentionally Blank] 24 If the... foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser and the Underwriters. Very truly yours, Saratoga Investment Corp. By: /s/ Henri J. Steenkamp Name: Henri J. Steenkamp Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary CFO Saratoga Investment Advisors, LLC By: /s/ Christian L. Oberbeck Henri Steenkamp Name: Christian L. Oberbeck Henri Steenkamp Title: Managing Director CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. View More

Partial Unenforceability. The invalidity or unenforceability of any Section, section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, section, paragraph or provision hereof. If any Section, section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed permitted to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 26 16. enforceable.18. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) The Underwriter has that:(a) the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Underwriter or any of its affiliates Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement or the Prospectus, Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) The matters;(b) the price of the Securities set forth in this Agreement was established by the Company following discussions and arms' length negotiations with the Underwriter, Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) The Agreement;(c) the Company has been advised that the Underwriter Underwriters and its their affiliates are engaged in a broad range of transactions and services which may involve interests that differ from those of the Company, and that the Underwriter has Underwriters have no obligation to disclose such interests and transactions and services to the Company by virtue of any fiduciary, advisory or agency relationship; and Exhibit 1.1Underwriting Agreement (d) The the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriter Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriter Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, shareholders, employees or creditors of the Company. Company.19. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.20. Waiver of Jury Trial; Consent to Jurisdiction. (a) The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal or state courts of the United States of America located in the Southern District of New York and borough of Manhattan (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. View More

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable 21. enforceable. 28 23. Counterparts. This Agreement may... be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. instrument. View More