Severability Contract Clauses (27,855)

Severability. If any provision of this Note is deemed void, invalid or unenforceable under applicable law, such provision is and will be deemed to be totally ineffective to that extent, but the remaining provisions shall be deemed unaffected and shall remain in full force and effect.

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 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 thereby and shall remain ...enforceable to the fullest extent permitted by law; (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 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 thereby. View More

Severability. The provisions of this Company Guaranty Agreement are independent of and separable from each other. If any provision of this Company Guaranty Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Company Guaranty Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the ...economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. View More

Severability. If any provision of this Subsidiary Guaranty Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Subsidiary Guaranty Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenfor...ceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. View More

Severability. Should any part of this Agreement for any reason be declared or held illegal, invalid or unenforceable in whole or in part, such determination shall not affect the legality, validity or enforceability of any remaining portion or provision of this Agreement, which remaining portions and provisions shall remain in force and effect as if this Agreement has been executed with the illegal, invalid or unenforceable portion thereof eliminated, provided that if any court of competent jurisdiction shall ...find the provisions of Section 4.1(b) to be unenforceable, the parties agree that Section 8.5 of the Chairman Agreement shall remain in effect as to Pozez and he shall be bound thereby. View More

Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.20. Governing La...w. The laws of the State of Georgia shall govern this Agreement. If Georgia's conflict of law rules would apply another state's laws, the Parties agree that Georgia law shall still govern.21. No Strict Construction. If there is a dispute about the language of this Agreement, the fact that one Party drafted the Agreement shall not be used in its interpretation.22. Entire Agreement. This Agreement, including Exhibit A which is incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Agreement.23. Amendment. As a condition of employment and a material term under this Agreement, You agree that, at any time during Your employment, if requested by the Company, You shall sign an amendment to this Agreement which would modify the Restrictive Covenants in Sections 2 through 5 of this Agreement (the "Amendment") based on changes to Your duties, changes in the Company's Business, changes to Your Territory, or changes in the law regarding restrictive covenants. You agree that You shall not be entitled to any additional consideration to execute the Amendment. You agree that Your refusal to sign any such Amendment shall constitute a material breach of this Agreement. This Agreement may not otherwise be amended or modified except in writing signed by both Parties.24. Successors and Assigns. This Agreement shall be assignable to, and shall inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company's stock or assets, and shall be binding upon You. You shall not have the right to assign Your rights or obligations under this Agreement. The covenants contained in this Agreement shall survive cessation of Your employment with the Company, regardless of who causes the cessation or the reason for the cessation.25. Execution. This Agreement may be executed in one or more counterparts, including, but not limited to, facsimiles and scanned images. Each counterpart shall for all purposes be deemed to be an original, and each counterpart shall constitute this Agreement.26. Consent to Jurisdiction and Venue. You agree that any and all claims arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in Georgia. You consent to the personal jurisdiction of the state and/or federal courts located in Georgia. You waive (a) any objection to jurisdiction or venue, or (b) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.27. Affirmation. View More

Severability. In the event any part of this Termination Agreement is held by a court of law to be unenforceable, the remaining parts of this Termination Agreement shall remain in full force and effect.

Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 8 16. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof.

Severability. If any provision or part of this Agreement is held or determined to be invalid or unenforceable for any reason, each such provision or part shall be severed from the remaining provisions of the Agreement or the Agreement shall be read and interpreted as if it did not contain such provision or part. The validity and enforceability of remaining provisions shall not be affected by any such invalid or unenforceable part or provision; however, if Employee seeks to invalidate any portion of the releas...e in Paragraph 3 and any such portion of the release is held to be unenforceable, RELEASEES may seek modification or severance of such portion or may terminate the Agreement or consider the Agreement null and void. Retirement and Release Agreement-Page 6 23.Entire Agreement. This Agreement along with Exhibit 1, which is incorporated by reference as if fully set forth herein, is the entire Agreement between Employee and Company and supercedes all prior negotiations, agreements, and/or understandings between the parties, whether written or oral. However, this Agreement is not intended to eliminate any indemnification protections Employee has under any prior agreements with Company or change the terms and conditions of any confidentiality agreement Employee may have signed at the time of hire or during his employment with the Company, except that Employee may make disclosures as expressly set forth in Paragraph 8 of this Agreement. Further, the Company has made no promises to Employee other than those in this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.BY SIGNING BELOW EMPLOYEE ACKNOWLEDGES THAT HE HAS READ ALL ASPSECTS OF THIS AGREEMENT AND UNDERSTANDS ITS PROVISIONS AND THE EFFECT OF SUCH PROVISIONS ON EMPLOYEE'S RIGHTS. EMPLOYEE ALSO ACKNOWLEDGES THAT THIS AGREEMENT AND THE RELEASE AND WAIVER OF CLAIMS CONTAINED HEREIN ARE KNOWINGLY AND VOLUNTARILY ENTERED INTO. 9/10/2019 /s/ David T. SeatonDATE SIGNED DAVID T. SEATON - SIGNATURE FLUOR ENTERPRISES, INC.9/10/2019 BY:/s/ John ReynoldsDATE SIGNED Retirement and Release Agreement-Page 7 Exhibit 1 to Retirement and Release AgreementLONG TERM INCENTIVES VESTING/FORFEITURE AGREEMENTThis Long Term Incentives Vesting/Forfeiture Agreement (the "LTI Vesting/Forfeiture Agreement") is between Fluor Enterprises, Inc., (the "Company") and David T. Seaton (the "Employee"). Underlying Premises of this Long Term Incentives Vesting/Forfeiture Agreement Whereas Employee shall retire from the Company on or about September 13, 2019 (the "Retirement Date") as per the terms set forth in the Retirement and Release Agreement to which this Exhibit 1 is attached ("Retirement and Release Agreement"); andWhereas Employee desires to have certain outstanding grants of unvested non-qualified stock options, restricted stock units and value driver incentives ("Long Term Incentives") vest; andWhereas such Long Term Incentives have certain vesting restrictions when an Employee separates their employment from the Company in connection with retirement; NOW, THEREFORE, for good and valuable consideration, Employee and the Company hereby agree to the following terms and conditions:1.Consideration. In exchange for the promises below, the Company agrees to vest unvested non-qualified stock options, restricted stock, and value driver incentives ("Long Term Incentives") of Employee in connection with retirement as provided for in the applicable plan documents if such Long Term Incentives were granted to Employee at least one year prior to the Retirement Date. For clarity, Long Term Incentives granted to Employee in February 2019 or otherwise held by Employee for less than one year prior to the Retirement Date shall be forfeited and shall not continue to vest. View More