Severability Contract Clauses (27,855)

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement other than Section 4 (it being acknowledged by the Parties that Section 4 is an integral and material part of this Agreement) is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provis...ion or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 14 16. Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or (unless otherwise specified) mailed by United States certified mail, return receipt requested, postage prepaid, or one day after delivery to an overnight air courier guaranteeing next day delivery, addressed as follows: If to Executive: Peter Levy 104 Rosewood Avenue Springfield, NJ 07081 If to the Company: MYOS Corporation 45 Horsehill Road, Suite 206 Cedar Knolls, NJ 07927 Attention: Chairman of the Board or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notice of change in address shall be effective only upon receipt. View More

Severability. The provisions of this Agreement are fully severable. Therefore, if any provision of this Agreement is for any reason determined to be invalid or unenforceable by a Court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of any of the remaining provisions. Furthermore, any invalid or unenforceable provisions shall be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or, if such pr...ovision cannot under any circumstances be modified or restricted, it shall be excised from the Agreement without affecting the validity or enforceability of any of the remaining provisions. View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law, but if any provision of this Agreement shall be invalid, unenforceable or prohibited by applicable law, then in lieu of declaring such provision invalid or unenforceable, to the extent permitted by law (a) the Parties agree that they will amend such provision to the minimal extent necessary to bring such provision within the ambit of enforceability, and (b)... any court of competent jurisdiction may, at the request of either Party, revise, reconstruct or reform such provision in a manner sufficient to cause it to be valid and enforceable. View More

Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of s...uch excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law. 4 14. Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail himself or itself of same. In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement. View More

Severability. If any provision of this AGREEMENT or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of ...two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable. View More

Severability. Every provision of this Option Agreement and of the Plan is severable, except this Section 18. If this Section 18, or any portion of this Section is severed or declared illegal or invalid, this Option Agreement shall be null and void and any Shares issued hereunder shall be null and void and the Company shall promptly refund any money it received from the Holder with respect to any exercise of Options and cancel any such Shares. Except as set forth in the previous sentence, if any term hereof is... illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Option Agreement. View More

Severability. Should any provision of this Agreement be declared or determined by the Court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal part, term or provision shall be deemed not to be a part of this Agreement. DATE: February 25, 2013 By: /s/ Jeffrey D. Thomas Ambassadors Group, Inc., DATE: February 25, 2013 By:/s/ James M. Kalustian, Charinan of the Board EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm SEPARATION AGREEMENT an...d RELEASE This Separation Agreement and Release ("Agreement") affects an agreeable termination in connection with resignation from employment of Jeffrey D. Thomas ("Executive") from Ambassadors Group, Inc. ("Company"), as well as resolution of any claims, known and unknown, now existing between the parties. Executive and Company agree as follows: 1. Resignation and Release from Employment. Executive tenders his resignation from employment by Company and as an officer and director of Company, and Company accepts such resignation, so that Executive is released from full time employment effective February 25, 2013 (the "Release Date"). Executive and Company are parties to an Employment Agreement dated September 27, 2006 (the "Employment Agreement"). Executive and Company agree that: a. Executive's resignation will be treated as a resignation for "Good Reason" under the Employment Agreement. Both parties acknowledge that they have agreed there is "Good Reason" for resignation and neither party will contest such finding; b. There has not been a "Change of Control" as defined in the Employment Agreement. Neither party will contend in any proceeding that there has been a Change of Control; c. Executive's resignation is effective on the Release Date, so that the delayed date for a resignation for Good Reason provided in Section 4.2 of the Employment Agreement will not apply; and d. Executive's compensation as provided in this Agreement is based on the termination payments provided for in Section 4.2 and Section 5.8 of the Employment Agreement. Because there has not been a Change of Control, Executive will not receive enhanced termination payments provided for under Section 4.2(iii) of the Employment Agreement. View More

Severability. If any provision of this Third Amendment shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue. [Third Amendment to Employment Agreement - Rudisill] 5. Applicable Law. This Third Amendment shall be governed by and construed in accordance with the ...laws of the State of Colorado. View More

Severability. The Executive and the Company agree that should any provision of this Agreement be judicially determined invalid or unenforceable, that portion of this Agreement may be modified to comply with the law. The Executive and the Company further agree that the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of its remaining provisions.

Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon Blackhawk and Safeway and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.