Severability Contract Clauses (27,855)

Severability. If any of the provisions of this Agreement, including but not limited to the Employee Covenants, are deemed unenforceable by a court of competent jurisdiction because they are overly broad, then the court shall have the ability to modify the offending provision in order to make it enforceable. Should any term or provision of this Agreement be declared illegal, invalid or unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be enforceable, such provisio...n shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. View More

Severability. If any provision of this Agreement or any part hereof or the application hereof to any person or circumstance shall be finally determined by a court of competent jurisdiction or by any arbitration panel to be invalid or unenforceable to any extent or in violation of any applicable securities laws, the remainder of this Agreement, or the remainder of such provision or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceab...le, shall not be affected thereby and each provision of this Agreement shall remain in full force and effect to the fullest extent permitted by law. The parties also agree that if any portion of this Agreement, or any part hereof or application hereof, to any person or circumstance shall be finally determined by a court of competent jurisdiction or arbitration panel to be invalid or unenforceable to any extent or in violation of any applicable securities laws, then such objectionable provision shall be deemed modified to the extent necessary so as to make it valid, reasonable and enforceable including, without limitation, modification of the restrictive covenants of Section 9 with respect to geography, time or scope of business. View More

Severability. The invalidity of unenforceability of any provision hereof 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 law. In the event any provision hereof conflicts with any law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: BANK OF AMERICA, N.A. By: /s/ Daniel Blakely Name: Daniel Blakely Title: Associate WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.1 2 d563678dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 24, 2018 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and BANK OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 24, 2019. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Maribelle Villaseñor Name: Maribelle Villaseñor Title: Director WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.2 3 d563678dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 EXECUTION VERSION FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 24, 2018 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 24, 2019. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION By: /s/ Paula Regan Name: Paula Regan Title: SVP WILLIAMS-SONOMA, INC. FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d563678dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 EXECUTION VERSION FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 24, 2018 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 24, 2019. View More

Severability. If any term, provision, covenant or restriction of this Note is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. ...Upon such a determination, the Parties will negotiate in good faith to modify this Note so as to affect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. View More

Severability. 3 of 8 In the event that any provision or any part of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability will not affect the validity or enforceability of any other provision or part of this Agreement.

Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, the validity or enforceability of the remaining terms or provisions shall not be affected, and such term or provision shall be deemed modified to the extent necessary to make it enforceable. 98 Spit Brook Road, Suite 100 Nashua, NH 03062 phone: 603.882.5200 toll free: 866.280.2239 fax: 603.218.6658 www.icadmed.com 15. Advice of Counsel. You are hereby advised by the Company, and acknowledge th...at you have been advised, in writing, to consult independent legal counsel before signing this Agreement. You acknowledge that you have carefully read this Agreement in its entirety, knowingly and voluntarily assent to all the terms and conditions contained herein, and that you are signing this Agreement of your own free will. View More

Severability. If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent with law continue in full force and effect. If this Agreement is held invalid o...r cannot be enforced, then to the full extent permitted by law any prior agreement between the Company and the Employee shall be deemed reinstated as if this Agreement had not been executed. View More