Severability Contract Clauses (27,855)

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 of page intentionally left blank. Signature page follows.] 8 Executed as of the date set forth on the first page. MILFAM II L.P., a Georgia limited partnership By MILFAM LLC, an Ohio limited liability comp...any Its General Partner /s/ Lloyd Miller, III By: Lloyd Miller, III Title: Manager Address for notices to Lender: Address for notices to Guarantor: Western Alliance Bank Attn: Josh Converse 55 Almaden Boulevard, Suite 100 San Jose, CA 95113 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 GUARANTY as of 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, successor-in-interest to Bridge Bank N.A. ("Lender"), or order, in lawful money of the United States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly and severally, the "Borrower") to Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in 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 $1,000,000 (the "Initial Guaranteed Amount"). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty 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, this Guaranty shall terminate on April 30, 2018, unless prior to that date demand for payment is made. 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 of this page intentionally left blank] 8 Executed as of the date set forth on the first page. ALLIANCE SEMICONDUCTOR CORPORATION, a Delaware corporation By: /s/ Alan B. Howe Name: Alan B. Howe Title: CEO A...ddress for notices to Lender: Address for notices to Guarantor: Western Alliance Bank 55 Almaden Boulevard, Suite 100 San Jose, CA 95113 Attn: Lee Shodiss Alliance Semiconductor Corporation 10755 Scripps Poway Parkway, # 302 San Diego, CA 92131 Attn: Alan Howe Email: [email protected] Amended and Restated Limited Guaranty EX-10.4 5 ex10-4.htm EXHIBIT 10.4 ex10-4.htm Exhibit 10.4 AMENDED AND RESTATED LIMITED GUARANTY as of 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, N.A. ("Lender"), or order, in lawful money of the United States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Sourcing Inc., (individually and collectively, jointly and severally, the "Borrower"), to Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) , 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 the Cash-Secured Advances II (assuming that 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 of this Guaranty (collectively, the "Guaranteed Amount"). (c) Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate on April 30, 2018, unless prior to that date demand for payment is made. View More

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 3 11. Amendment; Modification. This Agreement may not be amended or modified, except in a writing signed by each party to this Agreement against... whose interest such change shall operate. View More

Severability. If any provision of this Agreement or its application to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable the invalid or unenforceable provision in any other jurisdiction or under any other circumstance. View More

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect the remaining provisions of this Agreement, which shall be enforced to the maximum extent permitted under applicable law.

Severability. If any part of this Agreement should be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found void or unenforceable.

Severability. If any provision of the Plan, any Incentive Award, or any other document setting forth the terms of an award shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan, such award or such other document shall continue in effect.

Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, ...impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. View More

Severability. If any provision or portion of this Release Agreement is held to be unenforceable or invalid, the remainder of this Agreement will nevertheless continue to be enforceable and valid.

Severability. If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability shall 33 not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.