Severability Contract Clauses (76,103)

Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. 9 This Agreement is intended to supersede and replace your Amended and Restated Executive Employment Agreement dated November 30, 2007. Upon execution of this Agreement by both parties hereto, the Executive Employment Agreement shall be... terminated and shall cease to be in effect in all respects. If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company. Sincerely, ORBITAL SCIENCES CORPORATION /s/ Susan Herlick David W. Thompson By: Susan Herlick Senior Vice David W. Thompson Chairman, President and General Counsel Chief Executive Officer Agreed to: /s/ David W. Thompson Garrett E. Pierce Name: David W. Thompson Garrett E. Pierce 10 EX-10.2 5 a15-4204_1ex10d2.htm EX-10.2 EX-10.3 6 a15-4204_1ex10d3.htm EX-10.3 Exhibit 10.2 10.3 Amended and Restated Executive Change in Control Severance Agreement December 14, 2012 Mr. David W. Thompson 11217 Bright Pond Land Reston, Garrett E. Pierce 43468 Castle Harbour Terrace Leesburg, Virginia 20194 20176 Dear Dave: Garrett: Orbital Sciences Corporation and its subsidiaries (together, the "Company") consider the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Company's Board of Directors (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company. This letter agreement (the "Agreement") sets forth the severance benefits that the Company agrees will be provided to you in the event your employment with the Company terminates following a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below. This Agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. No benefit shall be payable under this Agreement except on Termination of your Employment (as defined below) with the Company as a result of a Change in Control (as defined below). View More

Severability. If, but only to the extent that, any provision of this Note shall be invalid or unenforceable, then, such offending provision shall be deleted from this Note, but only to the extent necessary to preserve the validity and effectiveness of this Note to the fullest extent permitted by applicable law. AGREED TO AND ACCEPTED: SMART SERVER, INC. /S/ Matthew Lane By: Matthew Lane, President 2 EX-10.3 8 ex10-3.htm EX-10.2 7 ex10-2.htm PROMISSORY NOTE DATED DECEMBER 5, NOVEMBER 7, 2013 ex10-3.htm ex10-2.htm SMART SERVER, INC. PROMISSORY NOTE $20,000 USD December 5, November 7, 2013 FOR VALUE RECEIVED, SMART SERVER, INC, a Nevada corporation (the "Company"), promises to pay to the order of the E. Venture Resources, Inc. ("EVR"), or holder (either, the "Holder"), on the Maturity Date (as defined below), unless sooner paid or converted as provided below, the principal sum of Ten Twenty Thousand USD ($10,000.00 ($20,000.00 USD), plus accrued unpaid interest thereon. The principal balance of this Note shall bear interest at the Interest Rate from the date hereof until paid in full. All payments under this Note shall be made to the order of the Holder at the address Holder may designate in writing to the Company, and shall be applied first to accrued unpaid interest, if any, and then to principal. View More

Severability. Each provision of this Agreement shall be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this shall not affect any other provision of the Agreement which, consistent with such law, shall remain in full force and effect. All surviving clauses shall be construed so as to effectuate the purpose and intent of the parties. 3 10. Headings. The headings and captions in this Agreement... are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. View More

Severability. Each provision of this Agreement shall letter agreement must be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this shall will not affect any other provision of the Agreement letter agreement, which, consistent with such law, shall will remain in full force and effect. All surviving clauses shall must be construed so as to effectuate the purpose and intent of the parties.

Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment. 3 10 12. Reaffirmation. Each Credit Party Borrower as debtor, grantor, pledgor, ... class="diff-color-red">guarantor or in other any other similar capacity hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Loan Documents to which it is a party. Each Credit Party Borrower hereby consents to this Amendment and acknowledges that each of the Credit Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, Agent or any Lender, constitute a waiver of any provision of any of the Credit Loan Documents or serve to effect a novation of the Obligations. View More

Found in LIGHTING SCIENCE GROUP CORP contract

Severability. In the event that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision or portion of provision, except that if Section 1.b, 5 2.a, 4 or 14 13 of this Agreement or the Supplemental Release when executed are held to be illegal, unenforceable or void as a result of legal action initiated by Executive or a... defense raised by Executive in response to legal action initiated by the Company, then at its election the Company may cease making the 45-Day Payment and may cease making any other cash severance payments to Executive and recover from Executive any cash severance payments already made, made with the exception of the 45-Day Payment. View More

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.21. hereof. Exhibit 10.26 21. Entire Agreement. This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto with respect to the matters addressed and shall supercede all previous... agreements with respect to such matters.22. Tax Matters. All payments or benefits provided under this Agreement are subject to any applicable employment or tax withholdings or deductions. In addition, the parties hereby agree that it is their intention that all payments or benefits provided under this Agreement be exempt from, or if not so exempt, comply with, Code Section 409A and this Agreement shall be interpreted accordingly. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits made or provided under the Agreement are considered deferred compensation subject to Code Section 409A payable on account of Employee's separation from service (but that do not meet an exemption under Code Section 409A, including without limitation the short term deferral or the separation pay plan exemption), such payments or benefits shall be paid no earlier than the date that is six (6) months following Employee's separation from service (or, if earlier, the date of death) to the extent required by Code Section 409A. View More

Severability. Should any one or more sections of this Agreement be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining sections contained herein shall not in any way be affected or impaired thereby. In addition, if any section hereof is found to be partially enforceable, then it shall be enforced to that extent. A court with jurisdiction over the matters contained in this Agreement shall have the authority to revise the language hereof to... the extent necessary to make any such section or covenant of this Agreement enforceable to the fullest extent permitted by law. Employment Agreement Page page 15 17. Notices. All notices provided for in this Agreement shall be in writing and shall be given either (a) by actual delivery of the notice to the party entitled thereto or (b) by depositing the same with the United States Postal Service, certified mail, return receipt requested, postage prepaid, to the address of the party entitled thereto. The notice shall be deemed to have been received in case (a) on the date of its actual receipt by the party entitled thereto or in case (b) two (2) days after the date of its deposit with the United States Postal Service. If to Employer: LMI Aerospace, Inc. 411 Fountain Lakes Blvd. St. Charles, MO 63301 Attn: General Counsel and, if to the Executive, to: Daniel G. Korte 15 Cedar Crest Saint Louis, Clifford C. Stebe, Jr. 1095 Pierpoint Lane St. Charles, MO 63132 63303 or to such other address as may be specified by either of the parties in the manner provided under this Section. View More

Severability. The invalidity or enforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.12. effect.16. Notices. All notices, requests, demands, claims and other communications by the Participant Executive with respect to this Award shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage prepaid), guaranteed... overnight delivery or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the following address (or to such other addresses or telecopy numbers which the Company shall designate in writing to the Participant Executive from time to time):AutoNation, Inc.200 SW 1st AvenueFort Avenue, Suite 1400Fort Lauderdale, Florida 33301Attention: Human Resources, Suite 1400Telecopy: (954) 656-xxxxwith ResourcesTelecopy: (xxx) xxx-xxxx4 with a copy to:AutoNation, to: AutoNation, Inc.200 SW 1st AvenueFort Avenue, Suite 1600Fort Lauderdale, Florida 33301Attention: General Counsel, Suite 1600Telecopy: (954) 769-xxxx13. CounselTelecopy: (xxx) xxx-xxxx17. Binding Effect. This Agreement shall not constitute a binding obligation of the Company or the Participant unless it is accepted by the Participant by ________. Participant. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and to the Participant's Executive's heirs, legatees, distributees and personal representatives. No handmarked or interlineated modifications shall constitute a part of this Agreement.14. Agreement.18. Conflict with Terms of the Plan. These Awards are This Award is subject to the terms of the Plan, which provisions are hereby incorporated herein as if fully set forth herein. In the event that any provision of this Agreement conflicts with any provision of the Plan and cannot reasonably be interpreted to be a clarification of such provision of the Plan or an exercise of the authority granted to the Plan's administrator pursuant to the Plan, the provision of the Plan shall govern and be controlling.15. controlling.19. 409A. This Agreement is intended to be exempt from, or to the extent subject thereto, comply with, the requirements of Section 409A of the Code, and shall in all respects be administered and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, to the extent necessary to avoid the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's Executive's death, if earlier). View More

Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement... shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. 14 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such other address, as either of them, by notice to the other may designate from time to time), or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery), as follows: To the Company: Michael Mathews Chief Executive Officer Aspen Group, Agora Digital Holdings, Inc. 46 East 21st Street, 3rd Floor New York, NY 10010 303 Pearl Parkway, Suite 200 San Antonio, TX 78215 Attention: Brad Hoagland, CEO Email: [email protected] [email protected] With a copy to: Nason, Yeager, Gerson White Gerson, Harris & Lioce, Fumero, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: [email protected] To the Executive: Cheri St. Arnauld 11811 N Tatum Blvd. #4000 Phoenix, AZ 85028 Email: [email protected] [email protected] 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature. View More

Severability. (a) The Executive expressly agrees that the character, duration duration, and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration duration, or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company... that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. 14 16. 13 15. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such other address, as either of them, by notice to the other may designate from time to time), or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery), as follows: To the Company: Michael Mathews Attn: Chief Executive Financial Officer Aspen Truli Media Group, Inc. 46 East 21st Street, 3rd Floor 550 Sylvan Avenue, Suite 101 Englewood Cliffs, New York, NY 10010 Jersey 07632 Email: [email protected] [email protected] With a copy to: Nason, Yeager, Gerson White & Lioce, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: [email protected] To the Executive: Cheri St. Arnauld 11811 N Tatum Blvd. #4000 Phoenix, AZ 85028 Miles Jennings 4 Oakland Street Bristol, CT 06010 Email: [email protected] 17. [email protected] 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual actual, facsimile, or facsimile e-mail of a PDF or similar electronic format signature. 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... remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties. 6 7 20. INDEMNITEE AS PLAINTIFF. Indemnitee as Plaintiff. Except as provided in Section 10(c) 11(c) of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Subsidiary, any Entity which it controls, any director or officer thereof, thereof or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. Proceeding or the Company provides indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. This Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee. 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... remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties. 6 20. INDEMNITEE AS PLAINTIFF. 1 NTD: To be included in Indemnification Agreement with Scott Lebovitz. 2 NTD: To be included in Indemnification Agreement with Scott Lebovitz. 12 26. Indemnitee as Plaintiff. Except as provided in Section 10(c) of this Agreement 14 and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. This Section 26 shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee. View More