Severability Contract Clauses (27,855)

Severability. The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive and the Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

Severability. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement. 3 12. Entire Agreement. a) The Grantee hereby acknowledges that he or she has received, reviewed and accepted the terms and conditions applicable to the Agreement, and has not been induced to enter into the Agreement by expectation of employment or continued employment with the Company or any of its Subsidiaries. The granting of the Option ...and the issuance of common shares upon exercise of the Option are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of the Agreement. b) The Grantee hereby acknowledges that he or she is to consult with and rely upon only the Grantee's own tax, legal, and financial advisors regarding the consequences and risks of the Agreement and the award of the Option. c) The Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The captions of the Agreement are not part of the provisions hereof and shall have no force or effect. View More

Severability. In the event that any provision in this Agreement shall be found to be invalid, illegal or unenforceable, the Employee and the Company intend for any court construing this Agreement to modify or limit such provision so as to render it valid and 1 State of Employee's primary place of employment. 5 enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of reformation shall be ignored and shall not affect the validity, legality and enforceability of the remaini...ng provisions, which shall be valid and enforced to the fullest extent permitted by law. View More

Severability. Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding. 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.

Severability. In the event that any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Severability. If a court of competent jurisdiction (or arbitrator(s), as applicable) determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect. Further, it is the parties' intent that any court order (or decision of arbitrator(s), as applicable) st...riking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties' under this Agreement. View More

Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, 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 or ...impaired or invalidated. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court will reduce such scope to the minimum extent necessary to make such covenants valid and enforceable. Executive acknowledges that the restrictive covenants contained in Section 7 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects. 19 Sean P. Downes Employment Agreement Page 20 of 21 21. Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the Company's opinion to satisfy all obligations for the payment of such withholding taxes. View More

Severability. If any provision of this Separation Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Separation Agreement or any action in any other jurisdiction, but this Separation Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Severability. If any provision of this Separation Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision 5 of this Separation Agreement or any action in any other jurisdiction, but this Separation Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Severability. In the event that one or more of the provisions of the 2016 VSEP shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 13 15.Adjustments, Etc. In the event of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) an...y merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, the Committee shall make such substitutions or adjustments, if any, as are deemed necessary or equitable in its sole discretion to preserve the intent of this 2016 VSEP and to avoid any unintended windfalls or hardships with respect to the number, valuation and/or terms and conditions of Performance Awards, Performance Award Shares or 2016 VSEP RSUs. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee (in the event of a Change in Control, as constituted immediately prior to such Change in Control), in its discretion, shall provide in substitution for any or all outstanding Performance Awards, Performance Award Shares or 2016 VSEP RSUs such alternative consideration (including cash), if any, as it, in good faith, may reasonably determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In the event the Committee determines that any Performance Awards, Performance Award Shares, or 2016 VSEP RSUs will be substituted with cash alternative consideration in accordance with this Section 15, each portion of such cash payment will include interest at the long-term "applicable federal rate" under Section 1274(d)(1) of the Code in effect on the date of payment for the period from the date of such transaction or Change in Control until the date of payment. View More