Severability Contract Clauses (75,285)

Severability. Each provision contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

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

Severability. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition or provision herein contained. -6- 15. Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.

Severability. In the event that any provision of this Agreement should be held to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect.

Severability. Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or invalidity will not affect in any way other provisions hereof, all of which will continue, nevertheless, in full force and effect.

Severability. If any provision of this Agreement is determined to be void, illegal or enforceable, in whole or in part, then the other provisions shall remain in full force and effect as if the provision that was determined to be void, illegal, of unenforceable had not been contained herein. If the restrictions in Section 4 are deemed unenforceable as written, then the Parties expressly authorize the court or arbitrator to revise, delete, or add to the restrictions contained in Section 4 to the extent... necessary to enforce the intent of the Parties and to provide the Elevate Groups' goodwill, Company Information, and other business interests with effective protection. View More

Severability. The provisions of this Agreement are severable. Any provision of this Agreement or portion thereof which is held to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining portion of any such provision or this Agreement as a whole, and without affecting the validity or enforceability of such provision in any other jurisdiction. However, if the release contained in... Paragraph 8 of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, Marotta agrees, promptly upon the request of the Bank, to execute a new release that is valid and enforceable. View More

Severability. In the event that any provision of this Agreement shall be determined to be superseded, invalid, illegal or otherwise unenforceable (in whole or in part) pursuant to applicable law by a court or other governmental authority, the Parties agree that: (a) any such authority shall have the power, and is hereby requested by the Parties, to reduce or limit the scope or duration of such provision to the maximum permissible under applicable law or to delete such provision or portions thereof to the... extent it deems necessary to render the balance of such Agreement enforceable; (b) such reduction, limitation or deletion shall not impair or otherwise affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall be enforced as if the unenforceable provision or portion thereof were so reduced, limited or deleted, in each case unless such reduction, limitation or deletion of the unenforceable provision or portion thereof would impair the practical realization of the principal rights and benefits of either Party hereunder; provided that if any provision of the release of claims in Section 2(a) herein is held to be invalid and the Employee proceeds with any claim within the scope of Section 2(a) against any of the Corporation Releasees, then the Employee agrees to return all consideration paid to him under Section 1 hereof, and the Corporation will be relieved from any further obligation to provide the Employee with any further compensation, benefit, or consideration described in this Agreement; (c) such determination and such reduction, limitation and/or deletion shall not be binding on or applied by any court or other governmental authority not otherwise bound to follow such conclusions pursuant to applicable law; and (d) upon the written request of SGRP, the Employee agrees to promptly execute a substantially similar release, waiver or covenant that counsel to SGRP advises should be legal and enforceable before the same tribunal. View More

Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or part, then such invalidity will not affect any otherwise valid provision, and all other valid provisions will remain in full force and effect. 9 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document.

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 or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain... operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby. Promissory Note -- Page 3 DEBTOR: 5:01 ACQUISITION CORP. /s/ Andrew J. Schwab Name: Andrew Schwab Title: Co-CEO Schedule I Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal of Note Person Making Notation EX-10.7 8 tm2030399d3_ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PROMISSORY NOTE $300,000.00 September 17, 2020 FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation ("Debtor"), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company ("Lender"), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) THREE HUNDRED THOUSAND DOLLARS ($300,000) (the "Initial Loan"), or (B) the principal amount of loans outstanding hereunder, as conclusively evidenced on the grid attached hereto as Schedule I (such principal balance of advances as reflected on Schedule I, including the Initial Loan, as of the date of determination, the "Loans"). No Interest shall accrue or be payable on the Loans. All payments received by the Lender hereunder will be applied first to costs of collection, if any, then the balance to principal. Principal shall be payable in lawful money of the United States of America. View More