Severability Contract Clauses (75,278)

Severability. Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or Page 12 unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.

Severability. The invalidity of any portion hereof of this Amendment shall not affect the validity, force, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction shall be enforced to the maximum extent permitted by law.

Severability. The provisions of this Agreement shall be regarded as divisible, and the parties agree that if any of said provisions or any part hereof shall under any circumstances be deemed or declared invalid, inoperative or unenforceable, then the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby. -11- 9. -9- 10. AMENDMENT. This Agreement (as hereby amended and restated) may not be further amended or modified at any... time except by written instrument executed by the Company and the Employee. View More

Severability. You agree that, whenever Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law and to carry out each provision herein to the greatest extent possible, but if any provision of this Agreement is held to be void, voidable, invalid, illegal or for any other reason unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby, affected, and they will be interpreted so as to effect, as closely as possible, the intent of the parties hereto. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. However, if this Agreement the Separation Payments are not timely made, or are not made in full, and any default is not cured after written notice and a reasonable opportunity to cure provided to Cogentix, or if any payments due Executive are held invalid, illegal or unenforceable, and if the law permits voiding this Agreement, Imation Executive may void this Agreement. View More

Severability. The invalidity or unenforceability of any provision or covenant of this Settlement Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained hereof, and any such invalid provision or covenant shall be deemed to be severable.

Severability. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted. 5 4 24. Tax Consequences. Payments made pursuant hereto shall be subject to all required tax withholding obligations.

Severability. If any term or provision of this Amendment Agreement is to be invalid or unenforceable, such term or provision shall be modified as slightly as possible so as to render it valid and enforceable; if such term or provision, as modified, shall be held or deemed invalid or unenforceable, such holding shall not affect the remainder of this Amendment Agreement and same shall remain in full force and effect.

Severability. If any term or provision of this Agreement, or the application of this Agreement thereof to any person or circumstance, shall at any time or to any extent be invalid, illegal illegal, or unenforceable in any respect as written, both parties the Participant and the Company intend for any court construing this Agreement to modify or limit that such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of 3 such... reformation shall be ignored so as to not affect any other term or provision of this Agreement, and the remainder of this Agreement, or the application of that such term or provision to persons of or circumstances other than those as to which it is held invalid, illegal illegal, or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable enforced to the fullest extent permitted by law. View More

Severability. The illegality or unenforceability of any provision of this Guaranty or any instrument or agreement referred to herein shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Guaranty or any instrument or agreement referred to herein. [remainder [Remainder of this page intentionally left blank] blank. Signature page follows.] 8 Executed as of the date set forth on the first page. ALLIANCE SEMICONDUCTOR CORPORATION, MILFAM II L.P., a Delaware... corporation Georgia limited partnership By MILFAM LLC, an Ohio limited liability company Its General Partner /s/ Lloyd Miller, III By: Name: Lloyd Miller, III Title: Manager Address for notices to Lender: Address for notices to Guarantor: Western Alliance Bank Alliance Semiconductor Corporation Attn: Josh Converse 55 Almaden Boulevard, Suite 100 10755 Scripps Poway Parkway, # 302 San Jose, CA 95113 San Diego, CA 92131 Attn: Lee Shodiss Attn: Alan Howe Email: [email protected] LIMITED GUARANTY Lloyd Miller, III 3300 South Dixie Highway, Suite 1-365 West Palm Beach, Florida 33405 Tel: (561) 287-5399 Fax: (619) 923-2908 Amended and Restated Limited Guaranty EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm Exhibit 10.2 AMENDED AND RESTATED LIMITED GUARANTYas GUARANTY as of February 3, April 22, 2016 To: WESTERN ALLIANCE BANK 1. The Guaranty. (a) For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, Bank N.A. ("Lender"), or order, in lawful money of the United States, any and all Indebtedness of Determine, Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Sourcing Inc., Inc. (individually and collectively, jointly and severally, the "Borrower"), "Borrower") to Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section Sections 1(b) , and (c), the liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (b) Notwithstanding anything to the contrary contained in this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $3,000,000.00, plus an amount equal to 90 days Finance Charge with respect to $1,000,000 (the "Initial Guaranteed Amount"). Lender may reduce (in its sole and absolute discretion), but not increase, the Cash-Secured Advances II (assuming that Initial Guaranteed Amount at any time during the full amount of Cash-Secured Advances II available under the Financing Agreement (as hereinafter defined), are outstanding at all times), plus any amounts owing under Section 25 term of this Guaranty (collectively, without Guarantor's consent by written notice to Guarantor (the Initial Guaranteed Amount as may be reduced in accordance with the foregoing at any given time is referred to herein as the "Guaranteed Amount"). (c) Notwithstanding anything to the contrary contained in this Guaranty, Guarantor's obligations under this Guaranty shall automatically and immediately terminate at such time as (i) the Indebtedness has been fully performed and indefeasibly paid in full, and (ii) all of Lender's obligations under the Financing Agreement have been terminated. on April 30, 2018, unless prior to that date demand for payment is made. View More

Severability. If any clause, phrase, phrase or provision or portion of this Agreement Agreement, or the application thereof to any person or circumstance circumstance, shall be invalid or unenforceable under any applicable law, such event this shall not affect or render invalid or unenforceable the remainder of this Agreement and shall not affect the application of any clause, provision or portion hereof to other persons or circumstances. Agreement.