Severability Contract Clauses (27,855)

Severability. If any provision of this Collateral Assignment is held to be invalid, illegal or unenforceable in any respect, this Collateral Assignment shall be construed without such provision and the validity, legality and enforceability of the remaining provisions of this Collateral Assignment shall not be affected thereby.

Severability. If any provision of this Collateral Assignment is held to be invalid, illegal or unenforceable in any respect, this Collateral Assignment shall be construed without such provision and the validity, legality and enforceability of the remaining provisions of this Collateral Assignment shall not be affected thereby. 6 21. OTHER SECURITY AGREEMENTS. This Collateral Assignment shall not be deemed to affect, limit, modify or otherwise have any impact on, or be affected, limited, modified or otherwise ...impacted by, any other security agreement or similar instrument given by Tenant, Landlord or any other debtor in connection with the Operating Lease, the Loan or the Loan Documents. Notwithstanding anything to the contrary herein contained, this Collateral Assignment shall be deemed supplemental to, and not in derogation of, any such security agreement or similar instrument now or hereafter executed by Tenant or any other debtor in favor of Landlord or Bank. [Rest of page intentionally left blank; signatures on following page(s).] View More

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 4 10.... Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee's day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee's day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions: If to Legacy prior to the Closing: Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202 Attention: Darryl McCall Telephone: +1 (505) 820-0412 Email: darrylmccall@legacyacquisition.com with a copy to: DLA Piper Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450 Attention: Gerry Williams Telephone: 1 (404) 736-7891 Email: Gerry.Williams@us.dlapiper.com If to the Sponsor: Address: 1308 Race Street, Suite 200, Cincinnati, Ohio 45202 Attention: Darryl McCall Telephone: +1 (505) 820-0412 Email: darrylmccall@legacyacquisition.com with a copy to: DLA Piper Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450 Attention: Gerry Williams Telephone: 1 (404) 736-7891 Email: Gerry.Williams@us.dlapiper.com If to Blue Valor or, following the Closing, Legacy: Address: Bldg. C9-C, Universal Creative Park, 9, Jiuxianqiao North Rd., Chaoyang District, Beijing 100015, China Attention: Xin Wang, Finance Department Telephone: +86(10) 5647 8811 Email: wangxina@bluefocus.com 5 with copies to: Greenberg Traurig LLP Address: 200 Park Avenue, New York, New York 10166 Attention: Doron Lipshitz Telephone: +1 (212) 801-3100 Email: lipshitzd@gtlaw.com O'Melveny & Myers LLP Address: Two Embarcadero Center, 27th Floor San Francisco, California Attention: Kurt Berney Telephone: +1 (415) 984-8989 Email: kberney@omm.com 11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. View More

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 4 10.... Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee's day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee's day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions: If to Legacy: Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202 Attention: Darryl McCall Telephone: +1 (505) 820-0412 Email: darrylmccall@legacyacquisition.com with a copy to: DLA Piper Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450 Attention: Gerry Williams Telephone: 1 (404) 736-7891 Email: Gerry.Williams@us.dlapiper.com If to the Holder: Address: [●] Attention: [●] Telephone: [●] Email: [●] with a copy to: [●] 11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. View More

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 4 10.... Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee's day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee's day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions: If to Legacy: Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202 Attention: Darryl McCall Telephone: +1 (505) 820-0412 Email: darrylmccall@legacyacquisition.com with a copy to: DLA Piper Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450 Attention: Gerry Williams Telephone: 1 (404) 736-7891 Email: Gerry.Williams@us.dlapiper.com If to the Holder: Address: Longfellow Investment Management Co., LLC 20 Winthrop Square Boston, MA 02110 Attention: Telephone: 617-695-3504 Email: compliance@longfellowim.com 11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. View More

Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or -9- 82001324v.7 unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 3 11. Trust Waiver. Payee hereby waives any and all right, title, interest or claim of any kind in ...or to any distribution of the funds held in the Trust Account and agrees it will not seek recourse against the Trust Account for any reason whatsoever, except in the event Maker consummates a Business Combination. View More

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 will 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 pos...sible while remaining lawful and valid. View More

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 4 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby irrevocably w...aives any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each, a "Claim") in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company's initial public offering will be deposited (the "Trust Account"), and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this Note, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever; provided, however, that if the Maker completes a Business Combination, the Maker shall promptly repay the principal balance of this Note out of the proceeds released to the Maker from the Trust Account. View More