Severability Contract Clauses (27,855)

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original in...tent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. View More

Severability. This Letter 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 Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there 6 shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and b...e valid and enforceable. View More

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (ii)... to the fullest extent possible, such remaining provisions shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. View More

Severability. In the event any provision of this Lock-Up Agreement is found to be void, invalid, illegal or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void, invalid, illegal or unenforceable provision were never the subject of this Lock-Up Agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Lock-Up Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the rem...ainder of this Lock-Up Agreement in such jurisdiction or the validity, legality or enforceability of this Lock-Up Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the undersigned shall be enforceable to the fullest extent permitted by law. View More

Severability. In the event that any one or more of the provisions of this Agreement will be found to be invalid, illegal or unenforceable in any respect, such term will be severed from the Agreement and the remaining terms and provisions hereof will be unimpaired and remain in full force and effect. Excelsior Nutrition, Inc. v. MusclePharm Corporation Los Angeles County Superior Court Case No. 19BBCV00230 19. Notices. Any notice or other material required or desired to be served, given or delivered hereunder ...must be sent by certified mail (return receipt requested), and, in all cases, with a separate copy sent by email to all email addresses set forth below. To the extent the individuals who are to receive notice change, notice should be provided to the other Party within fourteen (14) days. Each notice shall be addressed as follows: If to Excelsior Nutrition, Inc.: Excelsior Nutrition, Inc. d/b/a 4Excelsior Attn: ____________________ 1206 N. Miller Street, Suite D Anaheim, California 92806 Tel. : ____________________ Email: ____________________ - with a copy to - MILSTEIN JACKSON FAIRCHILD & WADE, LLP Attn: Sahar S. Pugh, Esq. 620 Newport Center Drive, Suite #1100 Newport Beach, California 92660 Tel. : (949) 719-2480 Fax: (949) 719-2481 Email: [email protected]; [email protected] If to MusclePharm Corporation: MUSCLEPHARM CORPORATION Attn: Allen Sciarillo, Chief Financial Officer 4500 Park Granada Blvd, Suite 202 Calabasas, California 91302 Tel. : (805) 300-1372 - with a copy to - KASOWITZ BENSON TORRES LLP Attn: Robert W. Bosslet 2029 Century Park East, Suite 2000 Los Angeles, California 90067 Tel. : (424) 288-7900 Fax: (424) 288-7901 Email: [email protected] - and- KASOWITZ BENSON TORRES LLP Attn: Gavin D. Schryver 1633 Broadway New York, New York 10019 Tel. View More

Severability. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, 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 Warrant in any other jurisdiction. If any provision of this Warrant is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Severability. Should any portion of this Agreement be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void and unenforceable provisions were originally deleted.

Severability. If any provision of this Agreement is found by a court or arbitral authority of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, or enforceable only if modified, such finding shall not affect the validity of the remainder of this Agreement, which shall remain in full force and effect and continue to be binding on the Parties. The Parties further agree that any such court or arbitral authority is expressly authorized to modify any such invalid, illegal, or unenforce...able provision of this Agreement instead of severing the provision from this Agreement in its entirety, whether by rewriting, deleting, or adding to the offending provision, or by making such other modifications as it deems necessary to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law. Any such modification shall become a part of and treated as though originally set forth in this Agreement. If such provision or provisions are not modified, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth in it. The Parties expressly agree that this Agreement as so modified by the court or arbitral authority shall be binding on and enforceable against each of them. 12 15. Captions; References, Etc. For purposes of this Agreement: (a) The headings and captions are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. Section references are to sections of this Agreement unless otherwise specified; (b) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation;" (c) the word "or" is not exclusive; (d) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (e) unless the context otherwise requires, references herein to: (i) Sections, Exhibits and Schedules refer to the Sections of, and Exhibits and Schedules attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; (iv) any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder and amendments thereto and includes any successor legislation thereto and any regulations promulgated thereunder, unless the context requires otherwise; (f) any Exhibits or Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; (g) as used in this Agreement, the term "Person" means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise. View More

Severability. The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties shall be construed and enforced accordingly.

Severability. In the event that any term of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable (a) the Parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement in the first instance, and (b) the remaining provisions hereof shall continue in full force and effect.