Severability Contract Clauses (27,855)

Severability. In the event any part of this agreement shall be held to be invalid by any competent court or arbitration panel, this agreement shall be interpreted as if only that part is invalid and that the parties to this agreement will continue to execute the rest of this agreement to the best of their abilities unless both parties mutually consent to the dissolution of this agreement.

Severability. If any term, condition, clause, or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under the law, then only that term, condition, clause, or provision shall be stricken from this Agreement, and this Agreement shall remain in full force and effect in all other respects, provided, however, if the general release of all claims in Section 4 is deemed to be invalid or unenforceable, Employee agrees to enter into a valid general release of ...all claims against the Released Parties that is drafted by and satisfactory to Company. Further, if a court should determine that any portion of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found to be overbroad or unreasonable. View More

Severability. The finding by a court or arbitrator of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement, or the Restrictive Covenants Agreement, as modified by Section 4.1 of this Agreement, shall not render any other provision of this Agreement, or the Restrictive Covenants Agreement, as modified by Section 4.1 of this Agreement, unenforceable, invalid or illegal. Such court or arbitrator shall have the authority to modify or replace the invalid or un...enforceable term or provision with a valid and enforceable term or provision, and the Parties hereby stipulate that such modification or replacement most accurately represents the Parties' intention with respect to the invalid or unenforceable term, or provision. View More

Severability. If all or any part of this Award or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award or the Plan not declared to be unlawful or invalid. Any Section of this Award (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while ...remaining lawful and valid. View More

Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modif...ied by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company's inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. View More

Severability. Any term or provision of this Agreement that is deemed or determined to be invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions here of br the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties here...to agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. View More

Severability. If any provision of this JSC Note 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 JSC Note so long as this JSC Note 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). 23 29. SOFR AMENDMENT. Notwithstanding anything to the contrary herein or in the Note Purchase Agreement, if the Holder determines in good faith that: (a) adequate and reasonable means do not exist for ascertaining SOFR for any applicable interest period because the SOFR quote on the applicable screen page (or other source) used to determine SOFR ("SOFR Screen Rate") is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the SOFR Screen Rate or a Governmental Authority having jurisdiction over the Holder has made a public statement identifying a specific date ("SOFR Scheduled Unavailability Date") after which SOFR or the SOFR Screen Rate will no longer be available or used for determining the interest rate of loans; or (c) similar debt instruments then currently being executed generally, or debt instruments that include language similar to that contained in this Section are generally being amended to, incorporate or adopt a new benchmark interest rate to replace SOFR; then, reasonably promptly after such determination, the Holder and the Issuer shall amend this JSC Note to replace SOFR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated debt instruments for such alternative benchmarks ("SOFR Successor Rate"), together with any proposed SOFR Successor Rate Conforming Changes and the amendment shall be immediately effective. If no SOFR Successor Rate has been determined and the circumstances under clause (a) above exist or the SOFR Scheduled Unavailability Date has occurred, the Holder will promptly notify the Issuer. Thereafter, the SOFR component shall no longer be used in determining the Note Interest Rate and the Holder will determine (in its reasonable judgment), after consultation with the Issuer, a temporary replacement for the SOFR component of the Note Interest Rate until a SOFR Successor Rate can be implemented. View More

Severability. If any provision of this Management JSC Note 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 Management JSC Note so long as this Management ...JSC Note 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). View More

Severability. If any one or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect any other term or provision of this Agreement. If any provision in this Agreement shall be held to be excessively broad, it shall be construed by limiting it so as to be enforceable to the extent compatible with applicable law. * * * The foregoing is acknowledged, understood and agreed to effective as of the Effective Date as evidenced by exe...cution of an authorized representative of each Party in the spaces below. Cecilia Jones LogicBio Therapeutics, Inc. /s/ Cecilia Jones By: /s/ Frederic Chereau Signature Signature Address: [***] Name: Frederic Chereau Email: [***] Title: President and Chief Executive Officer 0 Statement of Work No. 1 1. Description of Consulting Services: Consultant shall provide the following services to LogicBio: Assist with transitional financial matters relating to Consultant's duties as an employee. Consultant's rights and obligations with respect to any stock options or other equity granted to Consultant by the Company shall be governed by the LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan (the "Equity Plan"), as amended from time to time, and the equity award agreements by and between Consultant and the Company evidencing such equity (collectively, the "Award Agreements"). Consultant shall be deemed to have continuously been under "Employment" (as defined in the 2018 Equity Incentive Plan) with LogicBio from her initial date of employment with LogicBio through the termination of this Agreement and all other terms of her stock options or other equity awards shall continue to apply in accordance therewith. View More

Severability. Any provision of this Amendment 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 portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. -18- 13. References. Subject to the satisfaction of the conditions set forth in Section 6 above, on and after the date hereof, each reference in the (x) Existing Securiti...es Purchase Agreement to "this Agreement," "hereunder," "hereof" or words of like import shall mean and be a reference to the Amended Securities Purchase Agreement and each reference in any other Loan Document to "the Securities Purchase Agreement" shall mean and be a reference to the Amended Securities Purchase Agreement, (y) Existing FSV Convertible Note to "this Note," "hereunder," "hereof" or words of like import shall mean and be a reference to the Amended FSV Convertible Note and each reference in any other Loan Document to "the Note" shall, to the extent referencing the Existing FSV Convertible Note, mean and be a reference to the Amended FSV Convertible Note and (z) Existing RAAJJ Convertible Note to "this Note," "hereunder," "hereof" or words of like import shall mean and be a reference to the Amended RAAJJ Convertible Note and each reference in any other Loan Document to "the Note" shall, to the extent referencing the Existing RAAJJ Convertible Note, mean and be a reference to the Amended RAAJJ Convertible Note. View More