Severability Contract Clauses (75,287)

Severability. This Agreement shall become effective and enforceable on the eighth (8th) day following its execution by Executive, provided Executive does not exercise Executive's right of revocation as described above (the "Effective Date"). If Executive revokes Executive's signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. Delivered to Executive for Executive's consideration on the 6th this 2nd day of May, 2022. January, 2019. Comerica Incorporated By: /s/ Curt C. Farmer Title: Chairman, President and CEO By:/s/ John D. Buchanan Name:John D. Buchanan Title:Executive Vice President, Chief Legal Officer Date: 5-12-22 January 8, 2019 I, JOHN D. BUCHANAN, MICHAEL H. MICHALAK, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS Restrictive Covenants and General Release Agreement 19 of 20 AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON MAY 12, 2022. JANUARY 8, 2019. /s/ John D. Buchanan John D. BuchananRestrictive Michael H. Michalak Michael H. Michalak Restrictive Covenants and General Release Agreement 20 21 of 20 21 EX-10.1 2 a517228-kexhibit101.htm EX-10.1 DocumentRESTRICTIVE ex10_1michalak.htm EXHIBIT 10.1 Exhibit RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on May 12, 2022 January 8, 2019 between John D. Buchanan Michael H. Michalak (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.Accordingly, Executive and Comerica hereby agree as follows:1.Separation from Employment. Executive and Comerica agree that Executive's employment with Comerica shall terminate effective June 6, 2022 January 31, 2019 (the "Separation Date"). View More

Severability. If any provision of this letter agreement or Agreement of the application thereof to any Person person or circumstances circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired... or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. View More

Severability. If any provision of this letter agreement Agreement or the application thereof of any such provision to any Person or circumstances is circumstance shall be determined by a court of competent jurisdiction to be invalid, void unenforceable or unenforceable, void, the remaining provisions hereof, hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force... and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. thereby. Upon such determination, the parties Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable substitute provision to effect the original intent of the parties. Parties. View More

Severability. If any provision of this letter agreement or Agreement of the application thereof to any Person person or circumstances circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired... or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. View More

Severability. If In the event any one or more of the provisions of this Agreement shall will for any reason be held to be invalid, illegal illegal, or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement shall will be unimpaired, unimpaired and the invalid, illegal or unenforceable provision shall will be replaced if possible by a mutually acceptable provision, which provision which, being valid, legal and enforceable, enforceable comes closest close to the intention of... the parties underlying the invalid, illegal illegal, or unenforceable provision. provisions. View More

Severability. If In the event any one or more of the provisions of this Agreement Warrant shall for any reason be held to be invalid, illegal or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, enforceable provision, which comes closest to the intention of the parties underlying... the invalid, illegal or unenforceable provision. View More

Severability. If In the event any one or more of the provisions of this Agreement Warrant shall for any reason be held to be invalid, illegal or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, enforceable provision, which comes closest to the intention of the parties underlying... the invalid, illegal or unenforceable provision. View More

Severability. In the event that any provision of this Agreement Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement Amendment shall continue in full force and effect without said provision; provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement Amendment to any party.

Severability. In the event that If any provision provisions of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable unenforceable, or void, this Agreement shall continue in full force and effect effect, without said provision; provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

Severability. In the event that any provision of this Agreement Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement Amendment shall continue in full force and effect without said provision; provided that no such severability shall be effective ineffective if it materially changes the economic benefit of this Agreement Amendment to any party.

Severability. In the event that any provision of this Agreement Note is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement Note shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the... intention of this Agreement. Note. View More

Severability. In the event that any provision of this Agreement Note is deemed to be invalid, illegal or unenforceable invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, Governmental Authority, the validity, legality and enforceability of the remaining terms and provisions of this Agreement Note shall not in any way be affected or impaired thereby, all of which shall remain in full force and effect, and the affected term or... provision shall be modified to the minimum extent permitted by law so as to achieve most fully to achieve the intention of this Agreement. Note. View More

Severability. In the event that any provision of this Agreement Second Amendment is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed place thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement Second Amendment shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as... most fully to achieve the intention of this Agreement. Second Amendment. View More

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. If any restriction in this Agreement is held invalid or unenforceable by any court of competent jurisdiction, it is the intention of the... parties hereto that the restrictions be reformed by such court in such a manner that protects the business and Confidential Information of each the Transaction Parties STXB, SOTB, CBI, CBNV and the Surviving Entity CSB to the maximum extent permissible. View More

Severability. The provisions of this Agreement are severable and should any provision hereof be void, voidable, or unenforceable under any applicable law, such void, voidable, or unenforceable provision will not affect or invalidate any other provision of this Agreement, which will continue to govern the relative rights and duties of the parties as though the void, voidable, or unenforceable provision was not a part hereof. In addition, it is the intention and agreement of the parties that all the terms and... conditions hereof be enforced to the fullest extent permitted by law. View More

Severability. The provisions of this Agreement are severable and should any provision hereof be void, voidable, voidable or unenforceable under any applicable law, such void, voidable, voidable or unenforceable provision will shall not affect or invalidate any other provision of this Agreement, which will shall continue to govern the relative rights and duties of the parties as though the void, voidable, voidable or unenforceable provision was were not a part hereof. In addition, it is the intention and... agreement of the parties that all the terms and conditions hereof be enforced to the fullest extent permitted by law. View More

Severability. The terms and provisions of this Settlement Agreement are severable severable, and should any term or provision hereof be declared or determined by any court or other governmental body or organization to be void, voidable, or unenforceable under any applicable law, such void, voidable, or unenforceable term or provision will shall not affect or invalidate any other term or provision of this Settlement Agreement, which will shall continue to govern the relative rights and duties of the parties... as though the void, voidable, or unenforceable term or provision was were not a part hereof. of this Agreement. In addition, it is the intention and agreement of the parties Parties that all the terms and conditions hereof be enforced to the fullest extent permitted by the law. View More

Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be... modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company's inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. View More

Severability. Each and every paragraph, section, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, section, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness lawfulness or enforceability of any other paragraph, section, sentence, term or provision hereof. provision. To the extent required, any paragraph, section,... sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company's inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. View More

Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof hereof shall be held to be invalid, unlawful invalid or unenforceable for any reason, such invalidity, unlawfulness invalidity or unenforceability shall not affect the validity, unlawfulness validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or... provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company's inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. View More

Severability. If any provision in this Release Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and the court Court shall enforce the remaining provisions to the extent permitted by law.

Severability. If any provision in this Separation Agreement is found for any reason held to be unenforceable, it shall not affect the enforceability of the remaining provisions and the court shall enforce the remaining provisions shall be enforced to the extent permitted by law.

Severability. If any provision in this Agreement is found for any reason held to be unenforceable, it shall not affect the enforceability of the remaining provisions and the court shall enforce the remaining provisions shall be enforced to the extent permitted by law.

Severability. The invalidity In case any provision contained in this Purchase Agreement should be invalid, illegal or unenforceability unenforceable in any respect, the validity, legality and enforceability of any section, paragraph or provision of this Agreement the remaining provisions contained herein shall not affect the validity in any way be affected 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. 25 15. impaired thereby. 5 19. Governing Law Provisions. This Agreement will be governed Law; Venue; Trial by and construed in accordance with the laws Jury. THIS PURCHASE AGREEMENT, ANY TRANSACTION CONTEMPLATED HEREUNDER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. Each of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof. Any parties hereto agrees that any legal suit, action or proceeding arising out of or based upon this Purchase Agreement or the transactions contemplated hereby may 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 or (ii) the courts of the Province State of Ontario New York 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, Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified 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 Specified Court. Each of the parties hereto irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Investor 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 Purchase Agreement or the transactions contemplated hereby. View More

Severability. 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. 25 15. Governing Law Provisions. This Agreement will be... governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof. Any legal suit, action or proceeding arising out The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the Province of Ontario (collectively, Ontario, sitting in the City of Toronto (the "Specified Courts"), and each party irrevocably submits Court"), with respect to the exclusive jurisdiction (except for proceedings instituted in regard any dispute related 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. this Agreement. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts Court 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

Severability. 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. 25 15. 26 12. Governing Law Provisions. This Agreement... will be governed by and construed in accordance with the laws of the Province State of Ontario New York applicable to contracts made and to be performed within the federal laws State of Canada applicable therein, New York, without regard to the conflicts of laws principles thereof. 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 courts of the Province U.S. located in the Borough of Ontario Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (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