Severability Contract Clauses (27,855)

Severability. If all or any part of this Award Agreement 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 Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the f...ullest extent possible while remaining lawful and valid. 6 EX-10.18 4 d343902dex1018.htm EXHIBIT 10.18 EX-10.18 Exhibit 10.18 VALEANT PHARMACEUTICALS INTERNATIONAL, INC. 2014 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (RESTRICTED STOCK UNITS) Valeant Pharmaceuticals International, Inc. (the "Company"), pursuant to the Company's 2014 Omnibus Incentive Plan (the "Plan"), hereby awards to you a Restricted Stock Unit Award in the form of restricted share units (the "Restricted Stock Units" or the "Award"), payable in common shares of the Company ("Common Shares"), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the "Award Agreement") and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Award Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Award Agreement but are not in the Plan shall not constitute a conflict and such terms in the Award Agreement shall control. Participant: [•] Date of Grant: January [•], 2017 Number of Shares Subject to Award: [•] The details of your Award are as follows. View More

Severability. Ifany provision in this Agreement shall be found by a court, referee or authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be construed and enforced as if it had been narrowly drawn so as not to be invalid, illegal or unenforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired, and if any provision in this Agreement is inapplicable to any Person or circumstan...ce, it shall nevertheless remain applicable to all other Persons and circumstances. 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 which can be given effect without the conflicting provision or clause.

Severability. This Agreement may be dissolved at any time provided that a 30-day prior written notice is duly serviced to the other party. 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 cancellation of this Agreeme...nt. View More

Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.18. Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further inst...ruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. EX-10.07 5 ex1007-noticeofrestricteds.htm EXHIBIT 10.07 Exhibit Exhibit 10.07ROVI CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDRovi Corporation, (the "Company") hereby grants you, [Name] (the "Participant"), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is [Grant Date]. Subject to the provisions of this Notice, the Restricted Stock Award Agreement (the "Agreement") and of the Plan, the features of this Restricted Stock Award are as follows:Number of Shares: [#shares]Vesting Commencement Date: [Grant Date]Vesting of Restricted Stock Award: The Restricted Stock Award shall be subject to a three-year vesting schedule, with one-third (1/3) of the shares vesting on each of the first, second and third anniversary of the grant date, subject to Participant continuing to be an employee, consultant, director or independent contractor of the Company or one of its Subsidiaries through the applicable vesting date.Unless otherwise defined herein or in the Agreement, capitalized terms herein or in the Agreement will have the defined meanings ascribed to them in the Plan.The Company and Participant agree that the Restricted Stock Award described in this Notice is governed by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of this Notice and the Agreement, represents that the Participant has read and is familiar with the provisions in this Notice and the attached Agreement, and hereby accepts the Restricted Stock Award subject to all of the terms and conditions set forth in this Notice and the attached Agreement. Rovi Corporation Accepted by:PARTICIPANT By: /s/ Thomas Carson Name: __________________________Title: President and CEO Signature:____________________________ Address: 2830 De La Cruz Blvd Date: Santa Clara, California ATTACHMENT: Restricted Stock Award AgreementROVI CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK AWARD IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN. View More

Severability. The provisions of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

Severability. Sections 5.1, 5.2, 5.3, 6.1, 6.2, and 11 of this Agreement shall be considered separate and independent from the other sections of this Agreement and no invalidity of any one of those sections shall affect any other section or provision of this Agreement. However, because it is expressly acknowledged that the Severance Payments are provided as consideration for the obligations imposed upon Executive under Sections 5.1, 5.2, 5.3, 6.1, and 6.2, should any court determine that any of the provisions... under these Sections is unlawful or unenforceable, such that Executive need not honor those provisions, then Executive shall not receive the Severance Payments or insurance benefits provided for in this Agreement. 7 QB\42554037.3 14. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original but both of which together will constitute one and the same instrument. View More

Severability. If any provision of this Agreement is for any reason held to be illegal, invalid, or to violate any law or listing requirement applicable to the Corporation, the illegality, invalidity, or violation shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein and you and the Corporation shall amend this Agreement, preserving, to the maximum ext...ent reasonably possible, the intended economic effects of this Agreement as executed by the parties hereto. View More

Severability. In the event that any provision of this Amendment shall be declared invalid or unenforceable by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Amendment.

Severability. If any provision of this Agreement is determined to be void, invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. Furthermore, any breach by the Company of any provision of this Agreement shall not excuse Executive's compliance with the requirements of Sections 9, to the extent they are otherwise enforceable.