Severability Contract Clauses (27,855)

Severability. If any term or provision of this Consulting Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Consulting Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the intent and agreements of the parties ...set forth in this Consulting Agreement. View More

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect. 3 13. Entire Agreement. This Agreement, together with the Restated Note and the other Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, its affiliates and p...ersons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters. View More

Severability. Nothing in this Agreement is to be construed as waiving rights that cannot be waived under applicable law, or as barring either Party from providing information or truthful testimony when required to do so under applicable law. Should any portion of this Agreement be ruled unenforceable by a court of competent jurisdiction, the remainder of this Agreement and the releases and covenant not to sue contained herein will remain in full force and effect as to any and all other claims; provided, howev...er, that upon a finding by a court of competent jurisdiction that any release or agreement in Paragraph 4 above is illegal, void or unenforceable, the Parties agree to execute promptly a release and agreement that is legal and enforceable. Accepted and Agreed To By: JOHN P. MILLER POWER SOLUTIONS INTERNATIONAL, INC. /s/ John P. Miller Date: 2/15/21 By: /s/ Kenneth J. Winemaster Title: Executive Vice President Date: 2/15/21 EXHIBIT A (INDEMNIFICATION AGREEMENT) EX-10.2 3 d50790dex102.htm EX-10.2 EX-10.2 Execution Copy Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "Agreement") is entered into between John P. Miller ("Miller") and Power Solutions International, Inc. (the "Company"). Miller and the Company are collectively referred to herein as the "Parties." This Agreement will be effective upon expiration of the revocation period provided in Section 11 of this Agreement (the "Effective Date"). RECITALS WHEREAS, Miller currently serves as the Company's Chief Executive Officer and President and has been employed with the Company since May 15, 2017; WHEREAS, Miller and the Company entered into an Employment Agreement (the "Employment Agreement") dated and effective on June 15, 2017; WHEREAS, the Parties have mutually agreed that it is in the best interests of the Parties to terminate the Employment Agreement and facilitate Miller's transition out of the Company under the terms and conditions stated herein; WHEREAS, Miller and PSI desire to enter into the following Agreement to (a) provide Miller with the benefits described below in recognition of his contribution and service to the Company, (b) provide for Miller's cooperation as needed with respect to the transition of his responsibilities and (c) avoid any disputes between them relating to or arising from Miller's employment by the Company or his resignation of employment. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Resignation of Employment. Miller hereby voluntarily and irrevocably retires from his employment as Chief Executive Officer and President, corporate officer and any other position or appointment he holds with the Company effective February 15, 2021 (the "Separation Date"). Miller's separation will be announced in a statement mutually prepared by the Company and Miller. If the Parties cannot in good faith agree on a mutually prepared statement, the Company reserves the right to make any statement the Company reasonably believes it is legally required to make. The Company and Miller will use best efforts to agree on the final content of the mutually prepared statement within seven calendar days after the signing of this Agreement. The Company will continue to employ Miller and will continue to provide Miller with all compensation and benefits set forth in Paragraph 4 of his Employment Agreement through the Separation Date. On or before the next regularly scheduled pay period following the Separation Date, Miller will receive payment for any unpaid final wages for time worked through and including the Separation Date. Except as set forth herein, all compensation and employee benefits will terminate on the Separation Date and Miller will not be entitled to any additional compensation, bonuses, equity awards, Long Term Incentive bonus, employee benefits or other consideration. Miller waives any right to apply for re-employment with the Company and any such application may be rejected without explanation. The Company agrees not to contest Miller's application to receive unemployment benefits. View More

Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties' intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge... that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel. View More

Severability. Except as otherwise provided herein, if any provision(s) of this Agreement are deemed unenforceable by any authorized adjudicative body, those provisions shall be severed and the intent of the Parties shall be upheld.

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 ACTIVE/72153934.3 18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on this Stock Option and the shares of Stock acquired upon exercise of this Stock Option, to the extent the Company determines it is necessary or advis...able for legal or administrative reasons, and to require the Optionee to accept any additional agreements or undertakings that may be necessary to accomplish the foregoing. View More

Severability. Every provision of this Agreement is intended to be severable. If, in any jurisdiction, any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed repl...aced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. View More

Severability. The provisions of this Agreement are independent of and severable 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. 23​24. CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado.

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, 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 or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will... be interpreted to be only so broad as is enforceable. View More

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted... by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties. 6 16. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows: If to the Company or, following the Closing, Acquiror: The Beachbody Company Group, LLC 3301 Exposition Boulevard Santa Monica, CA 90404 Attn: Jonathan Gelfand E-mail: [email protected] with copies to: Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Attn: Justin Hamill, Steven Stokdyk Email: [email protected], [email protected] If prior to the Closing, to Acquiror: Forest Road Acquisition Corp. 1177 Avenue of the Americas, 5th Floor New York, NY 10036 Attention: Keith L. Horn Telephone: (201) 988-1467 E-mail: [email protected] in each case, with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 2049 Century Park East, Suite 3700 Los Angeles, CA 90067 Attention: Monica J. Shilling, P.C. Telephone: (310) 552-4355 Email: [email protected] and Kirkland & Ellis LLP 1601 Elm Street Dallas, TX 75201 Attention: Michael Considine, P.C. Telephone: (214) 972-1770 Email: [email protected] 7 If to the Raine Members: c/o The Raine Group 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Alfred Chianese, Esq. Email: [email protected] with copies to: Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street New York, NY 10019 Attention: Stephen B. Amdur Email: [email protected] If to the Daikeler Trust Members: c/o The Beachbody Company Group, LLC 3301 Exposition Boulevard Santa Monica, CA 90404 Attn: Jonathan Gelfand E-mail: [email protected] with copies to: Cozen O'Connor PC One Liberty Place 1650 Market Street Suite 2800 Philadelphia, PA 19103 Attention: Michael J. Heller Email: [email protected] or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. View More