Severability Contract Clauses (27,855)

Severability. Any term or provision of this Agreement which 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 terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Severability. If any term or other provision of this Undertaking is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Undertaking shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties ...hereto shall negotiate in good faith to modify this Undertaking so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. View More

Severability. If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

Severability. If for any reason any provision of this Agreement shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.20. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company, and upon the heirs, legal representatives and successors of the Participant.21. Code ...Section 409A.Notwithstanding anything to the contrary in this Agreement, including Section 4, if any amount shall be payable with respect to this Award as a result of the Participant's "separation from service" at such time as the Participant is a "specified employee" (as those terms are defined in regulations promulgated under Code Section 409A) and such amount is subject to the provisions of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first day of the seventh calendar month beginning after the Participant's separation from service (or the date of Participant's earlier death), or as soon as administratively practicable thereafter. Participant shall not have the right to designate the timing of settlement of the RSUs. If the thirty-day settlement period spans two different calendar years, settlement shall occur during the later calendar year. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment 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 p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: BANK OF AMERICA, N.A. By: /s/ Anthony Hoye Name: Anthony Hoye Title: Director WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.1 2 d813200dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2019 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and BANK OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 23, 2020. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment 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 p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Maribelle Villaseñor Name: Maribelle Villaseñor Title: Director WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.2 3 d813200dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2019 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 23, 2020. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment 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 p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION By: /s/ Joyce P. Dorsett Name: Joyce P. Dorsett Title: Senior Vice President WILLIAMS-SONOMA, INC. SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d813200dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2019 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 23, 2020. View More

Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Severability. The provisions of this Agreement are severable. If any provision of the Agreement is declared invalid or unenforceable, the ruling will not affect the validity and enforceability of any other provision of the Agreement.