Severability Contract Clauses (27,855)

Severability. Whenever possible, each provision of this Separation Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Separation 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 Separation Agreement shall be reformed, construed, and enfor...ced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. View More

Severability. If any provision of this Agreement or the application thereof to any person or any circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceabili...ty 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; (ii) 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 (iii) 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. 24. Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company. View More

Severability. The provisions of the Agreement are severable. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, the other provisions shall remain fully valid and enforceable. Such a finding shall not affect the validity of the remainder of this Agreement, which shall remain in full force and effect and continue to be binding on the Parties. Notwithstanding the foregoing, if any portion of Section 3 of this Agreement is found to be unenforceable, then the Company, ...in its sole discretion, may require that Employee repay to the Company the full amount of the Payment paid by the Company to Employee during Garden Leave, as set forth in Section 1 hereof, to the fullest extent allowed by law. View More

Severability. Any provision of this Note or any other Loan Document that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Note and the other Loan Documents or affecting the validity or enforceability of any provision of this Note or any other Loan Document in any other jurisdiction. NextGear Demand Promissory Note and Loan and Security ...Agreement (v. 1.1) (129137) 20.GOVERNING LAW. Except with respect to the interpretation or enforcement of the arbitration and other provisions set forth in Section 22 (which shall be governed by the Federal Arbitration Act), the validity, enforceability, and interpretation of this Note and the other Loan Documents shall be governed by the internal Laws of the State of Indiana, without regard to conflicts of Laws provisions thereof. View More

Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.16. Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together s...hall constitute a single agreement. View More

Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Severability. If any provision of this Agreement or application to any part or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such personal circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. [Sign...atures follow on next page] 5 IN WITNESS WHEREBY, the parties hereto have executed this Agreement as of the day and year first above written. WITNESS: MacKenzie Development Company, LLC By: /s/ Robert J. Aumiller, Jr (SEAL) Robert J. Aumiller, Jr., Vice President WITNESS: Cavalier Development Group, LLC By: /s/ Stephen P. Oder (SEAL) Stephen P. Oder, Manager WITNESS: SeD Maryland Development, LLC Inter-American Development, its Manager By: /s/ Charles W. S. MacKenzie (SEAL) Charles W. S. MacKenzie, Chief Development Officer 6 EXHIBIT A JOINT PROJECT DEVELOPMENT AND MANAGEMENT SERVICES The role of the Developers is to act as the "Owner's Representative" in the development, construction and sale of the Project. The Developers will act with integrity and honesty and will use all commercially reasonable efforts to maximize the investment objectives of the Owner. The Developers will perform all reasonable tasks as necessary to this end including but not limited to the following: 1. Reporting: Report to the Owner on the status of the Project through formal scheduled reports and on an informal basis as the Owners requests. Maintain an updated proforma, budgets and schedule for the Project reflecting current conditions. Represent the Owner at all Project meetings. Provide all necessary paperwork for monthly lender draws and letters of credits as needed. Furnish required underwriting and due diligence documents to lenders, review and recommend underwriting assumptions, facilitate closing by providing required land development documents and managing the Project according to the terms and conditions of the loan documents. Provide ongoing compliance reporting to lender and its selected inspectors and auditors. Ensure the recordation of the subdivision plats and secure all required permits, variances, public works agreements and approvals from Town, County, State or Federal levels (including the stream crossing). Provide value engineering along with the general contractor, geo-tech and environmental consultants. Coordinate the ongoing civil engineer and geo-tech engineer involvement during the construction process and through close out. Represent Owner at all public meetings and meetings with government staff and elected officials. View More

Severability. A determination by a court or other legal authority of competent jurisdiction that any provision of this Amendment is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties hereto shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.