Severability Contract Clauses (28,233)
Grouped Into 632 Collections of Similar Clauses From Business Contracts
This page contains Severability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Severability. Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Severability. Any
term or provision of this
Note Agreement which is
prohibited invalid or unenforceable in any jurisdiction
shall, will, as to such jurisdiction, be ineffective to the extent of such
prohibition invalidity or unenforceability without
invalidating rendering invalid or unenforceable the remaining
tenns and provisions
hereof, and of this Agreement or affecting the validity or enforceability of any
such prohibition of the terms or
unenforceability in any jurisdiction shall not invalidate or render... unenforceable such provision provisions of this Agreement in any other jurisdiction.
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Severability. Any provision
of in this
Note Agreement which is prohibited or unenforceable in any jurisdiction
by reason of applicable law shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Severability. Any provision of this
Note which Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition hereof or
unenforceability in any jurisdiction shall not invalidate affecting the validity or
render unenforceable enforceability of such provision in any other jurisdiction.
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Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired th
...ereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
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Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
this the Agreement (including, without limitation,
each portion all portions of any
Section, paragraph or sentence paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is are not
itself themselves invalid, illegal or une
...nforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law thereby, and to give the maximum effect to the intent of the parties hereto; and (c) (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion all portions of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is are not itself themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. unenforceable and to give effect to Section 14 hereof.
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Severability. If any provision
or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: whatsoever, (a) the validity, legality and enforceability of the remaining provisions of
this the Agreement
(including, (including without limitation,
each portion all portions of any
Section, paragraph or sentence paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is are not
itself themselves invalid, illegal
... or unenforceable) shall not in any way be affected or impaired thereby; and (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion all portions of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is are not itself themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. unenforceable and to give effect to Section 14 hereof.
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Severability.
If The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or
provisions enforceability of
any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement
shall be held is intended to
be invalid, illegal or unenforceable for c...onfer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws. In the event any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of provision hereof conflicts with any Section, paragraph or sentence of this Agreement containing any applicable law, such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed modified, consistent with the aforementioned intent, to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any resolve such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. conflict.
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Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of
any the other
provision. provisions hereof.
Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of
any the other
provision. provisions hereof.
Severability.
The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement
in any jurisdiction shall not affect the
validity validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other
provision. jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest... extent permitted by applicable law.
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Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to
... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
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Severability. If any provision of this
Warrant Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this
Warrant Agreement so long as this
Warrant Agreeme...nt as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 6 9. Amendments. Any amendments or modifications hereto must be executed in writing by all parties hereto, provided, for the avoidance of doubt, that any amendment to any of the Transaction Documents shall be effected in accordance with the terms of the applicable Transaction Document.
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Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to
... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 17 11. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to
... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 10 11. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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Severability. In the event that any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Severability.
In the event that If any one or more of the
provisions provisions, or portions of
this any provision, of the Agreement
should shall be held to be invalid, illegal or
unenforceable in any respect, unenforceable, the validity, legality
and or enforceability of the remaining provisions
contained herein or parts hereof shall not in any way be affected or impaired thereby.
Severability.
In the event that If any one or more of the
provisions provisions, or portions of
this any provision, of the Agreement
should shall be held to be invalid, illegal or
unenforceable in any respect, unenforceable, the validity, legality
and or enforceability of the remaining provisions
contained herein or parts hereof shall not in any way be affected or impaired thereby.
Severability. In
the event that case any
one or more of the provisions provision of this Agreement
should shall be invalid, illegal or
unenforceable in any respect, otherwise unenforceable, the validity, legality and enforceability of the remaining provisions
contained herein shall
not in
any no way be affected or impaired thereby.
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Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Severability. If any provision of this Agreement or the application
thereof of any such provision to any
person party or
circumstance circumstances shall
to be determined by any
extent be held court of competent jurisdiction to be invalid
or unenforceable, and unenforceable to any extent, the remainder of this Agreement
and or the application of such provision to
persons such person or circumstances other than those
as to which it is
held so determined to be invalid
or unenforceable and unenforceable, shall n
...ot be affected thereby, and each provision of this Agreement hereof shall be valid and enforceable enforced to the fullest extent permitted by law.
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Severability. If any provision
or clause of this Agreement or the application
thereof of any such provision or clause to any
person party or
circumstance circumstances shall
to be determined by any
extent be held court of competent jurisdiction to be invalid
or unenforceable, and unenforceable to any extent, the remainder of this Agreement
and or the application of such provision
or clause to
persons such person or circumstances other than those
as to which it is
held so determined to be invalid
or unenforcea...ble and unenforceable, shall not be affected thereby, and each provision of this Agreement or clause hereof shall be valid validated and enforceable shall be enforced to the fullest extent permitted by law.
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Severability. If any provision of this Agreement or the application
thereof of any such provision to any
person party or
circumstance circumstances shall
to be determined by any
extent be held court of competent jurisdiction to be invalid
or unenforceable, and unenforceable to any extent, the remainder of this Agreement
and or the application of such provision to
persons such person or circumstances other than those
as to which it is
held so determined to be invalid
or and unenforceable shall not be affected
...thereby, and each provision of this Agreement hereof shall be valid validated and enforceable shall be enforced to the fullest extent permitted by law.
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Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Severability. If any
term, provision, covenant or restriction provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void invalid or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be
affected, impaired or invalidated. impaired.
Severability. If any
term, provision, covenant or restriction term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable,
then the remainder of the
terms, provisions, covenants and restrictions terms of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Severability. If any
term, provision, covenant or restriction provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void invalid or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be
affected, impaired or invalidated. impaired.
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Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such
...invalid, illegal or unenforceable provision had never been contained herein.
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Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such
...invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement and shall survive the termination of Executive's employment with Company for any reason.
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Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction,
but and this Agreement shall be
reformed, construed and enforced in such jurisdiction
as if s...uch invalid, illegal or unenforceable provision had never been contained herein. to the maximum extent permitted by law.
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Severability. Whenever possible, each provision of this Agreement
shall will be interpreted in such manner as to be
effective and valid under applicable
law, but law; but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall will not affect any other provision or any other jurisdiction, but
except as otherwise set forth in this Agreement, this Agreement
shall... will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to shall be prohibited by or invalid under applicable law, such
provision provisions shall be ineffective
only to the extent of such
prohibition provision or
invalidity, invalidity only, without invalidating the remainder of such provision or
the any remaining provisions of this Agreement.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to shall be prohibited
by or invalid under
applicable such law, such provision shall be ineffective
only to the extent of
such the prohibition or
invalidity, invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
fail to be
ineffective in effect only to the extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement or of any such
provision or the remaining provisions of this Agreement. provision.
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Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provisio
...n shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
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Severability. If any provision of this
Agreement is, Plan or
becomes, any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person Participant or
the Award, or would disqualify
the this Plan or
any Award under any
laws deemed applicable
by the Committee, law, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the
Committee, Board, material
...ly altering the intent of the this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person Participant or Award, Award and the remainder of the this Plan and any such Award shall remain in full force and effect.
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Severability. If any provision of this Agreement
is, is or
becomes, becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, jurisdiction, such provision shall be construed or deemed amended to conform to the applicable
laws, or law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of
the... Plan or the Award, this Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award this Agreement shall remain in full force and effect.
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Severability. If any provision of
this Agreement is, the Plan or
becomes, any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction jurisdiction, or as to any Person or
the Award, or would disqualify the Plan or
any Award under any
laws law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
the applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the Committee, materially a
...ltering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
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