Severability Contract Clauses (27,855)

Severability. If any term or provision of this Second Amendment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Second Amendment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Second Amendment shall be valid and enforced to the fullest extent permitted by law.

Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 8/13 19. Governing Law. The Award made and actions taken under this Agreement shall be governed by and construed in accordance with the laws of Delaware without taking into account its conflict of law provisions. Notwithstanding the foregoing, this Agreement may be mod...ified or amended without the consent of the Grantee, should the Grantor determine in its sole discretion that a modification or amendment is advisable and necessary to accomplish the purposes of this Agreement. (b) Any notice, demand or request required or permitted to be given by either the Grantor or the Grantee pursuant to the terms of this Agreement must be in writing and will be deemed given (i) on the date and at the time delivered via personal, courier or recognized overnight delivery service, (ii) if sent via telecopier on the date and at the time telecopied with confirmation of delivery, (iii) if sent via email or other electronic delivery and receipt is confirmed, on the date and at the time received, or (iv) if mailed, on the date five days after the date of the mailing (which must be by registered or certified mail). Delivery of a notice by telecopy (with confirmation) or by email or other electronic delivery (with confirmation or receipt) will be permitted and will be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the Company's personnel files. If directed to the Grantor, any such notice, demand or request will be sent to the Administrator at the Company's principal executive office, or to such other address or person as the Grantor may hereafter specify in writing. Any notice to the Grantee will be sent to the Grantee's last known address, with a copy to the other party not sending the notice. (c) The Grantee has received a copy of this Agreement, has read this Agreement and is familiar with its terms, and hereby accepts the Award subject to all of the terms and provisions of this Agreement. Pursuant to this Agreement, the Administrator is authorized to interpret this Agreement and to adopt rules and regulations not inconsistent with this Agreement as the Administrator deems appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. (d) Neither this Agreement nor any rights or interest hereunder will be assignable by the Grantee, the Grantee's beneficiaries or legal representatives, and any purported assignment in violation hereof will be null and void. (e) Either party's failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. 9/13 (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. In the event that any signature to this Agreement is delivered by facsimile transmission, e-signature technology or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, digital or ".pdf" signature page were an original thereof. 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 7.4 of the Chairman Agreement shall remain in effect as to Pozez and he shall be bound thereby. 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 8.4 of the Employment Agreement shall remain in effect as to Executive and he or she shall be bound thereby. -7- 13. Amendment; Waiver. Neither this Agreement nor any provision hereof may be amended, modified, changed, waived, discharged or terminated except by an instrument in writing signed by the party against which enforcement of the amendment, modification, change, waiver, discharge or termination is sought. The failure of either party at any time or times to require performance of any provision hereof shall not in any manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term, provision or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term, provision or covenant contained in this Agreement. View More

Severability. Should any provision or part of any provision of this Agreement be declared illegal, unenforceable, or ineffective in any legal forum, that provision or part of that provision shall immediately become null and void, but the rest of this Agreement and General Release will remain in full force and effect.

Severability. In the event that any provision of this Agreement shall be found unenforceable by an arbitrator or a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision so limited, it being intended that the parties shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be d...eemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby.11.Restrictive Covenants. Employee acknowledges that ASUS provides support to United States military installations across the nation, specifically with efficient water and wastewater management; and that during his employment with ASUS, Employee was employed in a confidential relationship where, in the course of employment, Employee became familiar with and aware of information and/or relationships that were established and maintained at great expense to ASUS. Accordingly, Employee covenants and agrees that for a one (1) year period following Employee's execution of this Agreement:a.Employee will not, for any reason, solicit, employ or otherwise engage, as an employee, consultant, or otherwise, either directly or indirectly, any person who is an employee, or during the twelve (12) months preceding the Termination Date was an employee, of the Company. 5 b.Employee will not perform work as an employee, consultant or otherwise, for any actual or potential competitors of ASUS including, without limitation, the following entities and each of their affiliated entities: American Water Works Company, Inc.; Corix Inc.; Doyon Utilities LLC; California Water Service Group; Jacobs Engineering Group Inc.; Suez; United Water Federal Services; EPCOR Utilities Inc.; Veolia Environnement S.A.; Inframark Water & Infrastructure Services; Aqua America Inc.; Algonquin Power & Utilities Corp; Middlesex Water Company; SJW Group; and Southwest Water Company.Employee agrees that these limitations are reasonable, not burdensome and are properly required by applicable law for the adequate protection of the Company, and in the event that these limitations are deemed to be unreasonable by a court of competent jurisdiction, then the Company and Employee agree to submit to a modification or reduction of such limitations as such court shall deem reasonable.12. Litigation. Employee agrees that Employee will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including meeting with the Company's counsel, any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Employee, pertinent knowledge possessed by Employee, or any act or omission by Employee. Employee further agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph. View More

Severability. The provisions of this Agreement shall be several. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent po...ssible while remaining lawful and valid. 22. Entire Agreement; Plan Controls. The Plan is incorporated herein by reference. The Plan and this Agreement (including the Appendix) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, with the exception of any arrangement that would provide for vesting acceleration of this Option upon the terms and conditions set forth therein. Except as otherwise provided in the Plan, this Agreement may not be modified adversely to Optionee's interest except by means of a writing signed by the Company and Optionee. In the event of any conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement are contained in the Plan. SEATTLE GENETICS, INC. /s/ Clay B. SiegallClay B. SiegallPresident & CEO PLEASE PRINT AND RETAIN THIS AGREEMENT FOR OPTIONEE'S RECORDS 12. SEATTLE GENETICS, INC. APPENDIX TO STOCK OPTION AGREEMENT FOR NON-US PARTICIPANTSCapitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or in the Agreement.Terms and Conditions This Appendix includes additional terms and conditions that govern this Option if Optionee resides and/or works in one of the countries listed below. If Optionee is a citizen or resident of a country other than the one in which the Optionee is currently residing and/or working, transfer employment and/or residency to another country after the Award is granted, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to Optionee.Notifications This Appendix also includes information regarding exchange controls and certain other issues of which Optionee should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of November 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of Optionee's participation in the Plan because the information may be out of date at the time that Optionee acquires Shares or sells Shares acquired under the Plan.In addition, the information contained herein is general in nature and may not apply to Optionee's particular situation and the Company is not in a position to assure him or her of any particular result. Accordingly, Optionee acknowledges that Optionee should seek appropriate professional advice as to how the relevant laws in Optionee's country may apply to Optionee's situation. Finally, Optionee acknowledges that if Optionee is a citizen or resident of a country other than the one in which Optionee is currently residing and/or working, transfers employment and/or residency to another country after the Option is granted, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to Optionee. View More

Severability. If at any time subsequent to the date of this Agreement, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement. Additionally, any such provision that is so held to be illegal, void or unenforceable shall be deemed deleted from this Agre...ement to the minimum extent necessary and replaced by a provision that is valid and enforceable and that as closely as practicable expresses the intention of such illegal, void or unenforceable provision. -15- 13. Termination. This Agreement will terminate on the date that is the end date of the Cooperation Period. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing: (a) this Section 13 and Sections 8, 9, 10, 11, 12, 14, 15 (solely with respect to provisions that survive termination of this Agreement), 16, 17, 18 and 19 of this Agreement shall survive termination of this Agreement; (b) Section 2(e) shall survive until such time as no Investor Designee (or any Replacement Investor Designee) is a member of the Board; and (c) no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. View More

Severability. Should any provision of this Agreement be declared or determined to be illegal or invalid by any government agency or court of competent jurisdiction, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected, and such provisions shall remain in full force and effect. Upon any finding by any government agency or court of competent jurisdiction that Section 3 above is illegal or invalid, Executive agrees to execute a valid and enforceable general release.