Severability Contract Clauses (27,855)

Severability. Each provision of this Agreement is severable, and the unenforceability or invalidity of any provision of this Agreement will not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that each Party will use reasonable efforts to give effect to the economic or other intended purpose of any provision that is unenforceable or invalid. Page 4 of 5 Loan Agreement August 19, 2021 23. Enforceability. This Agreement will not be effective or enforceable... until executed by each Party set forth below. View More

Severability. If any provision contained in this Agreement shall for any reason be held to be invalid, illegal, void or unenforceable in any respect, such provision shall be deemed modified so as to constitute a provision conforming as nearly as possible to the invalid, illegal, void or unenforceable provision while still remaining valid and enforceable and the remaining terms or provisions contained in this Agreement shall not be affected thereby.

Severability. The provisions of this agreement are severable. Should any provision herein be declared invalid by a court of competent jurisdiction, the remainder of the agreement will continue in force, and the parties agree to renegotiate the invalidated provision in good faith to accomplish its objective to the extent permitted by law.

Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 16 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 7(f) of the Warrant Exercise Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. View More

Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein. 19. Governing Law. This Restricted Stock Agreement shall be construed in accordance with th...e laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.20. Electronic Delivery and Signatures. The Director hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), the Director hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Director consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. 21. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Director, and the Director acknowledges receipt thereof. To evidence its grant of the Restricted Stock and the terms, conditions and restrictions thereof, the Company has signed this Restricted Stock Agreement as of the Grant Date. The Director must signify acceptance of this Restricted Stock Agreement within thirty (30) days after the Grant Date by signing below. If the Director fails to timely accept this Restricted Stock Agreement, the grant of the Restricted Stock shall be cancelled and forfeited ab initio. 6 ACKNOWLEDGED AND ACCEPTED This _______ day of ___________, 20____. ___________________________________DirectorCHICO'S FAS, INC. By: _______________________________ 7 EX-10.1 2 ex1012021restrictedstockag.htm EX-10.1 DocumentExhibit 10.1CHICO'S FAS, INC.2020 OMNIBUS STOCK AND INCENTIVE PLANFORM OFRESTRICTED STOCK AGREEMENTNON-EMPLOYEE DIRECTOR This Restricted Stock Agreement (this "Restricted Stock Agreement") is effective as of <> (the "Grant Date"), and is entered into between Chico's FAS, Inc., a Florida corporation (the "Company"), and <> (the "Director"). WHEREAS, the Board of Directors of the Company (the "Board") is authorized to make grants of Restricted Stock under the Company's 2020 Omnibus Stock and Incentive Plan (the "Plan"); WHEREAS, prior to the Grant Date, the Board approved the grant of Restricted Stock, pursuant to the Plan, to the Director on the Grant Date, provided that the Director is a Non-Employee Director immediately following the Annual Meeting of Shareholders of the Company held on the Grant Date; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows: 1. Grant of Restricted Stock. The Company hereby grants to the Director all right, title and interest in the record and beneficial ownership of <> shares of common stock, $.01 par value per share, of the Company ("Common Stock") subject to the provisions of this Restricted Stock Agreement (the "Restricted Stock"). The Restricted Stock is granted pursuant to the Plan and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Restricted Stock Agreement. The Director agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and this Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided. View More

Severability. If any term of this Amendment or any application thereof is held to be invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term will in no way be affected thereby.

Severability. The provisions of the Agreement are severable. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, the other provisions shall remain fully valid and enforceable. Such a 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.

Severability. In the event that a court of competent jurisdiction finds any provision(s) of this Agreement invalid, illegal or unenforceable as applied to any circumstance, the remaining provisions of this Agreement, and the same provision(s) as applied to other circumstances, shall be unimpaired and remain in full force and effect.

Severability. Subject to Section 4, if any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and i...n such jurisdiction shall not affect the validity or enforceability of (i) such provision or part thereof under any other circumstances or in any other jurisdiction or (ii) the remainder of such provision or the validity or enforceability of any other provision of this Agreement. View More

Severability. If at any time after the date of the execution of this Separation Agreement any provision of this Separation Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Separation Agreement, provided, however, that if Section 7 is held to be illegal, void or ...unenforceable in whole or in part, the Executive agrees to promptly execute a valid general release and waiver in favor of the Company and the Releasees. 6 14. Voluntary Agreement. a. The Executive acknowledges that: before signing this Separation Agreement, he was given at least twenty-one (21) days in which to review and consider it; he has, in fact, carefully reviewed this Separation Agreement; and that he is entering into it voluntarily and of his own free will. By signing this Separation Agreement, the Executive acknowledges that, if he executed this Separation Agreement before the end of the 21-day period, such early execution was completely voluntary, and he had reasonable and ample time in which to review this Separation Agreement. b. The Executive agrees that, for a period of seven (7) days after he signs this Separation Agreement, he has the right to revoke it by providing notice in writing delivered to the Company's Chief Financial Officer, Maria Johnson, at [email protected]. This Separation Agreement will not become fully effective and enforceable until after the expiration of the seven-day revocation period (the "Effective Date"). b. The Executive understands that the expiration of the seven-day period after he signs this Separation Agreement confirms that he did not revoke his assent to this Separation Agreement, and, therefore, that it is fully effective and enforceable. View More