Severability Contract Clauses (27,855)

Severability. Should any clause, sentence, paragraph, subsection or section of this Security Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Security Agreement, and the parties hereto agree that the part or parts of this Security Agreement so held to be invalid, unenforceable or void will be deemed to have been replaced with a revised provision as similar thereto as to render such provision valid and... enforceable. View More

Severability. The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction.

Severability. This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, the parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance ...to such invalid or unenforceable provision as may be possible and be valid and enforceable. View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the r...emaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties. 7 20. MODIFICATIONS AND WAIVER. Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the Independent Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreement or otherwise. View More

Severability. This Agreement shall become effective and enforceable on the eighth (8th) day following its execution by Executive, provided Executive does not exercise Executive's right of revocation as described above (the "Effective Date"). If Executive revokes Executive's signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. Delivered to Executive for Executive's consideration on the 6th day of May, 2022. Comerica Incorpor...ated By: /s/ Curt C. Farmer Title: Chairman, President and CEO Date: 5-12-22 I, JOHN D. BUCHANAN, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS Restrictive Covenants and General Release Agreement 19 of 20 AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON MAY 12, 2022. /s/ John D. Buchanan John D. BuchananRestrictive Covenants and General Release Agreement 20 of 20 EX-10.1 2 a517228-kexhibit101.htm EX-10.1 DocumentRESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on May 12, 2022 between John D. Buchanan (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.Accordingly, Executive and Comerica hereby agree as follows:1.Separation from Employment. Executive and Comerica agree that Executive's employment with Comerica shall terminate effective June 6, 2022 (the "Separation Date"). View More

Severability. If any term of this Separation Agreement is held to be invalid, void, or unenforceable, the remainder of this Separation Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.

Severability. If any term, provision, covenant or condition of this Master Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Master Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Master Confirmation as so modified continues to express, wit...hout material change, the original intentions of the parties as to the subject matter of this Master Confirmation and the deletion of such portion of this Master Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. ]32 37. [Additional Provisions. (i) Agent has received or will receive other remuneration from Dealer in relation to this Master Confirmation and each Transaction hereunder. The amount and source of such other remuneration will be furnished upon written request. (ii) Counterparty understands and agrees that Agent will act as agent for both parties with respect to each Transaction and has no obligation, by way of issuance, endorsement, guarantee or otherwise with respect to the performance of either party under any Transaction. Agent shall have no responsibility or personal liability to Counterparty arising from any failure by Agent to pay or perform any obligations hereunder or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Agent is so acting solely in its capacity as agent for Counterparty and Dealer pursuant to instructions from Counterparty and Dealer. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of a Transaction. 31 BONY provision. 32 JPM provisions. 33 (iii) Notwithstanding any provisions of the Agreement, all communications relating to each Transaction or the Agreement shall be transmitted exclusively through Agent at the address provided in the notices provisions herein. (iv) Dealer hereby provides notice that the Securities Investor Protection Act of 1970 does not protect Counterparty and that Dealer is not a member of the Securities Investor Protection Corporation. View More

Severability. The provisions of this Agreement will be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder will be enforceable to the fullest extent permitted by ap...plicable law. View More

Severability. Should any provision of this Agreement be declared illegal or unenforceable by any court, administrative agency, arbitrator, or other entity, the parties agree that said court, administrative agency, arbitrator, or other entity shall possess full discretion to interpret or modify all such provisions to the minimum extent necessary to be declared enforceable. If such interpretation or modification is not possible, such provision shall immediately become null and void, leaving the remainder of the... Agreement in full force and effect. However, in the event a court, administrative agency, arbitrator, or other entity finds the release set forth above to be illegal, void, or unenforceable, you agree, at the Company's option, to execute a release, waiver, and/or covenant that is legal and enforceable to effectuate the terms of this Agreement. View More

Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 13 18. Entirety. This Agreement, the other Loan Documents and the other documents relating to the Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agree...ments and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Obligations, or the transactions contemplated herein and therein. View More