Severability Contract Clauses (27,855)

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance theref...rom. View More

Severability. Should any provision of this Amendment be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Amendment as to such jurisdiction (but, to the extent permitted by law, not elsewhere) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Exhibit A to Share Exchange Agreement5 13. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been d...uly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail: (a) if to Indemnitee, to the address set forth on the signature page hereto. (b) If to the Company, to the address set forth on the signature page hereto Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing. View More

Severability. Any provision contained in this Note which is 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 provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 3 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any an...d all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that if the Maker completes its Business Combination, the Maker shall repay the principal balance of this Note, which may be out of the proceeds released to the Maker from the Trust Account. View More

Severability. 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 in such jurisdiction sh...all not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. View More

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. 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 enforceabi...lity of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested thereby. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachment: Annex A: Form of Stock Option Exercise Notice and Agreement 10 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT STOCK OPTION EXERCISE NOTICE AND AGREEMENT TURO INC. 2020 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Turo Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: See Carta1 Social Security Number: See Carta Address: See Carta Employee Number: See Carta Email Address: See Carta OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. See Carta Date of Grant: See Carta Type of Stock Option: Option Price per Share: See Carta See Carta Total number of shares of Common Stock of the Company subject to the Option: See Carta EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised See Carta. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price Being Paid for the Purchased Shares: See Carta Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "Turo Inc." ☐ Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.] ☐ Automated Clearing House ("ACH") transfer in the amount of $___________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By execution of this Stock Option Exercise Notice and Agreement (whether written, electronic or otherwise, including via [email protected]), Optionee hereby agrees with, and represents to, the Company as follows: 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2020 Equity Incentive Plan, as it may be amended (the "Plan"). 1 All references to Carta shall be interpreted as the Equity Management Software currently in use by the Company. View More

Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement. 5 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Ag...reement shall be heard and determined in any court in the State of New York and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party hereto shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party. View More

Severability. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision of this Agreement conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the ext...ent necessary to resolve such conflict. View More

Severability. If one or more of the provisions in this Agreement is deemed unenforceable by law, the remaining provisions shall nevertheless continue in full force and effect. Upon any determination that any provision of this Agreement is unenforceable by law, any provision of this Agreement that is held unreasonable or contrary to public policy for any reason may be modified by the court such that the contested provision will have the closest effect permitted by applicable law to the original form and will b...e given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law. The restrictive periods set forth in this Agreement shall not expire, and shall be tolled, during any period in which Employee is in violation of the restricted period. Employee agrees that if they or the Company institutes litigation to enforce or challenge the protective covenants in this Agreement, and Employee is not enjoined from breaching one or more of the protective covenants contained in this Agreement, and a court thereafter determines that one or more of the protective covenants are enforceable, the restrictive periods above shall be tolled (i.e. suspended) beginning on the date the litigation was instituted until the litigation is finally resolved and all periods of appeal have expired. The non-compete period in Paragraph 7(C) may be extended by the Company to a duration not to exceed two years from the date of the cessation of the Employee's employment in the event that the Employee has breached a fiduciary duty to the Company, or has unlawfully taken, physically or electronically, property belonging to the Company. View More