Severability Contract Clauses (27,855)

Severability. If one or more of the terms of this Agreement are held to be invalid or unenforceable in any respect, the same will be fully severed from and will not affect the validity or enforceability of the remaining provisions of this Agreement, and a provision as similar in its economic and legal effects as the severed provision will be substituted for the severed provision. 3 12. Assignment and Transfer. The Parties will not assign or transfer any rights or obligations under this Agreement without the p...rior written consent of the other Parties and any assignment in violation of this Agreement shall be void. This Agreement shall benefit and be binding upon the Parties to this Agreement and their respective successors and permitted assigns. View More

Severability. If any term or provision of this Note Purchase Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note Purchase Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Severability. Each provision and paragraph of this Agreement is declared to constitute a separate and distinct covenant and to be severable from all other such separate and distinct covenants under this Agreement. If any covenant or provision herein contained is determined to be void or unenforceable, in whole or in part, such determination shall not affect or impair the validity or enforceability of any other covenant or provision contained in this Agreement and the remaining provisions of this Agreement sha...ll be valid and enforceable to the fullest extent provided by law. View More

Severability. The Sections of this Agreement, including their respective subsections, are separate and independent covenants and obligations under this Agreement without regard to the remaining obligations herein. Furthermore, the Sections including their respective subsections, are severable individually from this Agreement, and in the event that one or more are determined to be illegal, invalid, or unenforceable, the parties intend that the validity of the remaining portions or provisions shall not be affec...ted and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular, invalid part, term or provision. Should any part of the restrictions or restrictive covenants set forth in Sections 9, 10 or 11 of this Agreement be declared invalid or unenforceable by any court of competent jurisdiction for any reason, such decision shall not affect the validity of any remaining portions of this Agreement, which remaining portions shall continue in full force and effect as if this Agreement had been executed with the invalid portion(s) thereof eliminated, provided, however, that if any portion of the restrictive covenants set forth in Sections 9, 10 or 11 hereof shall be declared invalid or unenforceable by any court of competent jurisdiction, or rendered null or void by legislative enactment for any reason, such that Contractor is released from any part of the obligations hereunder, then the Company and Contractor agree to promptly bargain in good faith to reach an agreement with respect to such restrictive covenants to replace the invalid provision by a provision that is valid and that follows as closely as possible the commercial intent of the invalid provision, or otherwise to reform this Agreement and/or the Compensation set forth in Appendix A hereto to make the payment to Contractor consistent with the benefits received under this Agreement. View More

Severability. If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

Severability. If any provision of this Note is found to be invalid or unenforceable, all other provisions shall nonetheless remain in full force and effect to the maximum extent permitted by law. Makers: Mad Catz Inc., a Delaware Corporation By: /s/ Darren Richardson Name Its: President and CEO Title Mad Catz Interactive Inc., a Canadian Business Corporation By: /s/ Darren Richardson Name Its: President and CEO Title 3 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARAT...ELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. Exhibit A Fixed Payment Schedule Month Cumulative February 2014 — — March 2014 — — Apr-2014 — — May-2014 $*** $*** Jun-2014 $*** $*** Jul-2014 $*** $*** Aug-2014 $*** $*** Sep-2014 $*** $*** Oct-2014 $*** $*** Nov-2014 $*** $*** Dec-2014 $*** $*** Jan-2015 $*** $*** Feb-2015 $*** $*** Mar-2015 $*** $*** Apr-2015 $*** $*** May-2015 $*** $*** Jun-2015 $*** $*** Jul-2015 $*** $*** Aug-2015 $*** $*** Sep-2015 $*** $*** Oct-2015 $*** $*** Nov-2015 $*** $*** Dec-2015 $*** $*** Jan-2016 $*** $*** Feb-2016 $*** $*** Mar-2016 $*** $*** Apr-2016 $*** $*** Payment Percentages Chris Von Huben 84.0606 % Frank Sansone 5.3131 % Dan Rafferty 5.3131 % PXM Design Inc 5.3131 % 4 EX-10.3 4 d687502dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. PROMISSORY NOTE $2,475,000.00 San Diego, California February 27, 2014 FOR VALUE RECEIVED AND DEBT ACKNOWLEDGED, Mad Catz, Inc., a Delaware corporation, and Mad Catz Interactive, Inc., a corporation organized under the Business Corporation Law of Canada, and its affiliated and subsidiary companies on the one hand (collectively referred to as the "Makers") promises to jointly and severally pay to the former Stockholders of Tritton Technologies, Inc., or their successor or assigns (collectively referred to as "Holder"), according to the schedule set forth on Exhibit A to this promissory note (this "Note") the sum of Two Million Four Hundred and Seventy-Five Thousand Dollars ($2,475,000.00). View More

Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall no way be affected or impaired thereby.

Severability. In case any one or more of the provisions or part(s) of provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall be deemed not to affect any other jurisdiction or any other provision or part of a provision of this Agreement, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of this Agreement or any pro...vision or provisions hereof in any other jurisdiction; and this Agreement shall be reformed and construed in such jurisdiction as if such provision or part of a provision held to be invalid or illegal or unenforceable had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable in such jurisdiction to the maximum extent possible. If, in any judicial proceeding, a court shall refuse to enforce any of such separate covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings. If, in any judicial proceeding, a court shall refuse to enforce any one or more of such separate covenants because the total time, scope or area thereof is deemed to be excessive or unreasonable, then it is the intent of the parties hereto that such covenants, which would otherwise be unenforceable due to such excessive or unreasonable period of time, scope or area, be enforced for such lesser period of time, scope or area as shall be deemed reasonable and not excessive by such court. 14.Entire Agreement; Amendment. Except as otherwise set forth in this Agreement, this Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof and thereof and supersedes and nullifies all previous agreements between the parties about the Company's employment of the Employee. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof. View More

Severability. In case any one or more of the provisions or part(s) of provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall be deemed not to affect any other jurisdiction or any other provision or part of a provision of this Agreement, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of this Agreement or any pro...vision or provisions hereof in any other jurisdiction; and this Agreement shall be reformed and construed in such jurisdiction as if such provision or part of a provision held to be invalid or illegal or unenforceable had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable in such jurisdiction to the maximum extent possible. If, in any judicial proceeding, a court shall refuse to enforce any of such separate covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings. If, in any judicial proceeding, a court shall refuse to enforce any one or more of such separate covenants because the total time, scope or area thereof is deemed to be excessive or unreasonable, then it is the intent of the parties hereto that such covenants, which would otherwise be unenforceable due to such excessive or unreasonable period of time, scope or area, be enforced for such lesser period of time, scope or area as shall be deemed reasonable and not excessive by such court. 14. Entire Agreement; Amendment; Indemnification; Fees. (a) Entire Agreement. Except as otherwise set forth in this Agreement, this Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof and thereof and supersedes and nullifies all previous agreements between the parties about the Company's employment of the Employee. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof. (b) Indemnification. The Company shall enter into an Indemnification Agreement with Employee that is customary for an executive officer of a public reporting company and in the same form as provided to the members of the Board of Directors. (c) Reimbursement. The Company will reimburse Employee an amount not to exceed $7,500 for legal fees relating to the review of this Agreement by counsel on behalf of Employee. View More

Severability. In case any one or more of the provisions or part(s) of provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall be deemed not to affect any other jurisdiction or any other provision or part of a provision of this Agreement, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of this Agreement or any pro...vision or provisions hereof in any other jurisdiction; and this Agreement shall be reformed and construed in such jurisdiction as if such provision or part of a provision held to be invalid or illegal or unenforceable had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable in such jurisdiction to the maximum extent possible. If, in any judicial proceeding, a court shall refuse to enforce any of such separate covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings. If, in any judicial proceeding, a court shall refuse to enforce any one or more of such separate covenants because the total time, scope or area thereof is deemed to be excessive or unreasonable, then it is the intent of the parties hereto that such covenants, which would otherwise be unenforceable due to such excessive or unreasonable period of time, scope or area, be enforced for such lesser period of time, scope or area as shall be deemed reasonable and not excessive by such court. 14.Entire Agreement; Amendment; Indemnification; Fees. (a) Entire Agreement. Except as otherwise set forth in this Agreement, this Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof and thereof and supersedes and nullifies all previous agreements between the parties about the Company's employment of the Employee. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof. (b) Indemnification. The Company shall enter into an Indemnification Agreement with Employee that is customary for an executive officer of a public reporting company and in the same form as provided to the members of the Board of Directors. This is a "material" provision of this Agreement for purposes of Section 4(c), above. Furthermore, the Company's delay or failure to enter into an Indemnification Agreement shall not excuse the Company from any obligation to provide such indemnification to or for the benefit of Employee on terms substantially and materially equivalent to indemnification that is provided or otherwise made available to members of the Board of Directors and what is customary for an executive officer of a public reporting company. (c) Reimbursement. The Company will reimburse Employee an amount not to exceed $7,500 for legal fees relating to the review of this Agreement by counsel on behalf of Employee. View More