Severability Contract Clauses (27,855)

Severability. Whenever possible, each provision of the Agreement shall be interpreted in amanner as to be effective and valid under applicable law, but if any provision of the Agreement shall beprohibited by or invalid under applicable law, such provision shall be ineffective only to the extent ofsuch prohibition or invalidity without invalidating the remainder of such provision or any remainingprovisions of this Agreement.

Severability. If any section, subsection or provision hereof is found for any reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be deemed severable and shall not affect the force and validity of any other provision of this Agreement. If any covenant herein is determined by a court to be overly broad thereby making the covenant unenforceable, the parties agree and it is their desire that such court shall substitute a reasonable judicially enforceable limitation in plac...e of the offensive part of the covenant and that as so modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in the modified form. Notices. Any notice, request, or instruction to be given hereunder shall be in writing and shall be deemed given when (i) personally delivered or three (3) days after being sent by United States Certified Mail, postage prepaid, with Return Receipt Requested, or (ii) emailed and confirmation of receipt of such email is confirmed by phone within one (1) business day of such date, to the parties at their respective addresses set forth below: To the Company: Green Energy Management Services Holdings, Inc. 4001 Highway 190 Covington, Louisiana 70433 Attention: CEO 9 With a copy to (which shall not constitute notice) Sasha B. Ablovatskiy, Esq. Foley Shechter LLP 244 Fifth Ave., Suite 2591 New York, NY 10001 Email: [email protected] To Executive: Barry P. Korn 422 E 72nd Street, 18D New York, NY 10021 Email: [email protected] 23. Waiver of Breach. The waiver by any party of any provisions of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach by the other party. View More

Severability. Any one or more of the provisions in this Assignment and Assumption Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality and unenforceability without affecting the validity, legality and enforceability of the remaining provisions of this Assignment and Assumption Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision i...n any other jurisdiction. View More

Severability. The Executive agrees that should any part of this Agreement be found to be void or unenforceable by a court of competent jurisdiction, that determination will not affect the remainder of this Agreement.24. Governing Law/Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia and any applicable federal laws. All disputes relating to this Agreement shall be resolved exclusively in the state or federal courts of Georgia, to whose jurisdiction the pa...rties hereto expressly consent. [REMAINDER OF PAGE INTENTIONALLY BLANK] 11 THE UNDERSIGNED HEREBY AFFIRM THAT SHE HAS CAREFULLY READ THE FOREGOING SEPARATION AGREEMENT, KNOWS THE CONTENTS THEREOF, AND SIGNS THE SAME OF HIS OWN FREE ACT. This Agreement may be executed in one or more counterparts. Carter's, Inc. and The William Carter Company By: /s/ Jill Wilson Name: Jill WilsonTitle: SVP Human Resources & Talent Development Date: 1/22/2014 I, Lisa A. Fitzgerald, hereby accept the severance pay and benefits upon the terms and conditions set forth in this Agreement. By: /s/ Lisa A. FitzgeraldName: Lisa A. Fitzgerald Date: 1/19/2014 12 EX-10.18 2 a1018separationagreementfo.htm EXHIBIT 10.18 Separation Agreement for Lisa A. Fitzgerald Exhibit 10.18SEPARATION AGREEMENTTHIS SEPARATION AGREEMENT ("Agreement") is made by and between Lisa A. Fitzgerald ("Executive"), Carter's, Inc. ("Carter's") and its subsidiary The William Carter Company ("TWCC" and, together with Carter's, the "Company").WHEREAS the Executive has been employed as Executive Vice President and Brand Leader of OshKosh B'gosh pursuant to the Severance Agreement between the Executive and the Company dated as of March 2, 2011, by and between the Executive and TWCC ("Employment Agreement"). WHEREAS the Executive has provided the Company valuable service during her employment;WHEREAS the Executive and the Company, pursuant to Paragraph 3(c)(ii) of the Employment Agreement, have reached agreement on the timing and other terms and conditions of the Executive's separation from employment with the Company, including without limitation the payments and benefits to be provided the Executive in connection therewith; andWHEREAS the Company and the Executive wish to memorialize all of the aforementioned terms and conditions of their agreement;NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions, and conditions set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:1.Separation from Service. (a) Except as provided herein, each of the Executive and the Company hereby waives any notice that might otherwise be required from the other in connection with the Executive's separation from the service of the Company, whether under the Employment Agreement or otherwise, and the parties hereby confirm that the Executive's employment by the Company will terminate, effective as of March 1, 2014, or on an earlier agreed upon date ("Separation Date"). The Executive and the Company agree that the Executive's last day in the Company's offices shall be December 31, 2013, however, Executive will be permitted to work remotely until such date. (b) The Executive and the Company also hereby confirm that, effective as of the Separation Date, the Executive shall resign, and the Company shall accept her resignation, from the Executive's occupancy of any and all offices and directorships for any of the Company's subsidiaries or other affiliates. The Executive shall execute such 1 additional confirmations of the foregoing resignations as the Company may reasonably request. View More

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

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired th...ereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the 17 maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. View More

Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, as determined by such court in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Company and the Executive further agree that if any term, p...rovision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. View More

Severability. The terms of this Agreement and each Paragraph thereof shall be considered severable and the invalidity or unenforceability of any part thereof shall not affect the validity or enforceability of the remaining portions or provisions hereof.

Severability. If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such 7 provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

Severability. If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect. 7 14. HEADINGS FOR REFERENCE ONLY. The headings of sections and paragraphs herein are included solely for convenience of reference and shall not contro...l the meaning or interpretation of any of the provisions of this Agreement. View More