Severability Contract Clauses (76,103)

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 16. Participations. 5 13. Assignability. Upon the written consent of the Company, which shall not be unreasonably withheld, Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, to first obtaining the Company's written consent. hereby. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company (to the extent of such holder's interest or participation), participation) set forth herein through paragraph 14 below; in each case as fully as though the Company was directly indebted to such holder. View More

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 5 16. Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, without any requirement to first obtaining obtain the Company's Borrower's written consent. consent or approval. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company Borrower (to the extent of such holder's interest or participation), in each case as fully as though the Company Borrower was directly indebted to such holder. Holder may in its discretion give notice to the Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder's or such holder's rights hereunder. View More

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 16. 7 18. Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, without any requirement to obtain the Borrowers' written consent (provided, however, that Holder shall not so sell or assign this Note to first obtaining the Company's written consent. any party that Holder knows is a direct or indirect competitor of Borrowers). The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company Borrowers (to the extent of such holder's interest or participation), in each case as fully as though the Company was Borrowers were directly indebted to such holder. Holder may in its discretion give notice to the Borrowers of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder's or such holder's rights hereunder. View More

Severability. In case any provision of this Agreement shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 42 43 If the foregoing correctly sets forth the agreement among the Domino's Parties and the Representative on behalf of the Initial Purchasers, Purchasers listed in Schedule I, please indicate your acceptance in the space provided for that purpose below.

Severability. In case any provision of this Agreement shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 42 If the foregoing correctly sets forth the agreement among the Domino's Sonic Parties and the Initial Purchasers, Purchaser, please indicate your acceptance in the space provided for that purpose below.

Severability. In case any provision of this Agreement shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 42 If the foregoing correctly sets forth the agreement among the Domino's Parties Master Issuer, the Parent Companies, the Manager, the Guarantors, and the Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 16. Participations. 5 13. Assignability. Upon the written consent of the Company, which shall not be unreasonably withheld, Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, to first obtaining the Company's written consent. hereby. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company (to the extent of such holder's interest or participation), participation) set forth herein through paragraph 14 below; in each case as fully as though the Company was directly indebted to such holder. View More

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 5 16. Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, without any requirement to first obtaining obtain the Company's Borrower's written consent. consent or approval. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company Borrower (to the extent of such holder's interest or participation), in each case as fully as though the Company Borrower was directly indebted to such holder. Holder may in its discretion give notice to the Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder's or such holder's rights hereunder. View More

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall... remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 6 16. 7 18. Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, without any requirement to obtain the Borrowers' written consent (provided, however, that Holder shall not so sell or assign this Note to first obtaining the Company's written consent. any party that Holder knows is a direct or indirect competitor of Borrowers). The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company Borrowers (to the extent of such holder's interest or participation), in each case as fully as though the Company was Borrowers were directly indebted to such holder. Holder may in its discretion give notice to the Borrowers of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder's or such holder's rights hereunder. View More

Severability. A determination by a court or other legal authority of competent jurisdiction that any provision that is not of the essence of this Agreement Second 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. View More

Severability. A This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. The Furthermore, the parties 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 or unenforceable provision as is lawful. may be possible and be valid and enforceable. View More

Severability. A This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. The Furthermore, the parties 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 or unenforceable provision as is lawful. may be possible and be valid and enforceable. View More

Severability. This Agreement shall become effective and enforceable on the eighth (8th) day following its execution by Executive, provided Executive does not exercise Executive's right of revocation as described above (the "Effective Date"). If Executive revokes Executive's signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. Delivered to Executive for Executive's consideration on the 6th this 2nd day of May, 2022. January, 2019. Comerica Incorporated By: /s/ Curt C. Farmer Title: Chairman, President and CEO By:/s/ John D. Buchanan Name:John D. Buchanan Title:Executive Vice President, Chief Legal Officer Date: 5-12-22 January 8, 2019 I, JOHN D. BUCHANAN, MICHAEL H. MICHALAK, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS Restrictive Covenants and General Release Agreement 19 of 20 AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON MAY 12, 2022. JANUARY 8, 2019. /s/ John D. Buchanan John D. BuchananRestrictive Michael H. Michalak Michael H. Michalak Restrictive Covenants and General Release Agreement 20 21 of 20 21 EX-10.1 2 a517228-kexhibit101.htm EX-10.1 DocumentRESTRICTIVE ex10_1michalak.htm EXHIBIT 10.1 Exhibit RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on May 12, 2022 January 8, 2019 between John D. Buchanan Michael H. Michalak (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.Accordingly, Executive and Comerica hereby agree as follows:1.Separation from Employment. Executive and Comerica agree that Executive's employment with Comerica shall terminate effective June 6, 2022 January 31, 2019 (the "Separation Date"). View More

Severability. If any provision of this letter agreement or Agreement of the application thereof to any Person person or circumstances circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired... or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. View More

Severability. If any provision of this letter agreement Agreement or the application thereof of any such provision to any Person or circumstances is circumstance shall be determined by a court of competent jurisdiction to be invalid, void unenforceable or unenforceable, void, the remaining provisions hereof, hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force... and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. thereby. Upon such determination, the parties Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable substitute provision to effect the original intent of the parties. Parties. View More

Severability. If any provision of this letter agreement or Agreement of the application thereof to any Person person or circumstances circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired... or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. View More

Severability. If In the event any one or more of the provisions of this Agreement shall will for any reason be held to be invalid, illegal illegal, or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement shall will be unimpaired, unimpaired and the invalid, illegal or unenforceable provision shall will be replaced if possible by a mutually acceptable provision, which provision which, being valid, legal and enforceable, enforceable comes closest close to the intention of... the parties underlying the invalid, illegal illegal, or unenforceable provision. provisions. View More

Severability. If In the event any one or more of the provisions of this Agreement Warrant shall for any reason be held to be invalid, illegal or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, enforceable provision, which comes closest to the intention of the parties underlying... the invalid, illegal or unenforceable provision. View More

Severability. If In the event any one or more of the provisions of this Agreement Warrant shall for any reason be held to be invalid, illegal or unenforceable by a court of law, unenforceable, the remaining provisions of this Agreement Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, enforceable provision, which comes closest to the intention of the parties underlying... the invalid, illegal or unenforceable provision. View More

Severability. In the event that any provision of this Agreement Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement Amendment shall continue in full force and effect without said provision; provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement Amendment to any party.

Severability. In the event that If any provision provisions of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable unenforceable, or void, this Agreement shall continue in full force and effect effect, without said provision; provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

Severability. In the event that any provision of this Agreement Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement Amendment shall continue in full force and effect without said provision; provided that no such severability shall be effective ineffective if it materially changes the economic benefit of this Agreement Amendment to any party.

Severability. If any portion of this Agreement shall be is held invalid or inoperative, then the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible the remainder of this Agreement shall be considered valid and operative and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.

Severability. If any portion of this Agreement shall be held invalid or inoperative, then then, so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and operative and (ii) effect shall be given to the intent manifested by the portion held invalid or inoperative.

Severability. If any portion of this Agreement shall be held invalid or inoperative, then so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and operative and (ii) effect shall be given to the intent manifested by the portion held invalid or inoperative.

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. [Remainder of page intentionally blank.]

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