Severability Contract Clauses (27,855)

Severability. If any provision in this Lease is held to be invalid or unenforceable on any occasion or in any circumstance, such holding shall not be deemed to render the provision invalid or unenforceable on any other occasion or in any other circumstance nor to render any other provision hereof invalid or unenforceable, and to that extent the provisions of this Lease are severable; provided, however, that this provision shall not preclude a court of competent jurisdiction from refusing so to sever any provi...sion if severance would be inequitable to one or more of the parties. View More

Severability. In the event that any portion of this Award Agreement is, becomes or is deemed to be illegal, invalid, or unenforceable for any reason, or would disqualify the Plan or this Award Agreement under any law deemed applicable by the Board or the Committee, such portion shall be construed or deemed amended as necessary to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board or the Committee, materially altering the intent of the Plan... or this Award Agreement, such provision shall be stricken as to such jurisdiction, Participant or this Award Agreement, and the remainder of this Award Agreement shall remain in full force and effect. View More

Severability. In the event that any provision of this Award Agreement is, becomes or is deemed to be illegal, invalid, or unenforceable for any reason, or would disqualify the Plan or this Award Agreement under any law deemed applicable by the Board or the Committee, such provision shall be construed or deemed amended as necessary to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board or the Committee, materially altering the intent of the ...Plan or this Award Agreement, such provision shall be stricken as to such jurisdiction, Participant or this Award Agreement, and the remainder of this Award Agreement shall remain in full force and effect. View More

Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.

Severability. Each section, subsection, and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant, or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shal...l be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect. View More

Severability. If any term of this Assignment, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Assignment, or the application of such term to persons or cir­cumstances other than those as to which it is invalid or unenforce­able, shall not be affected thereby, and each term of this Assignment shall be valid and enforceable to the full extent permitted by law.

Severability. Any provision of this Agreement, which is invalid or unenforceable in any jurisdiction, shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 36 18. Use and Disclosure of Confidential Information. Notwithstanding anything to the contrary contained... in this Agreement, and in addition to and not in lieu of other provisions in this Agreement: (a) "Ameriprise Financial Confidential Information" includes, but is not limited to, all proprietary and confidential information of Ameriprise Financial and its subsidiaries, affiliates and licensees, including, without limitation, all information regarding its customers and the customers of its subsidiaries, affiliates or licensees (collectively the "Ameriprise Financial Customers"); the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such Ameriprise Financial Customers; or any information derived therefrom. Ameriprise Financial Confidential Information will not include information which is (i) in or becomes part of the public domain, except when such information is in the public domain due to disclosure by an Issuer Entity in violation of this Agreement, (ii) demonstrably known to an Issuer Entity prior to execution of this Agreement, (iii) independently developed by an Issuer Entity in the ordinary course of business outside of this Agreement or (iv) rightfully and lawfully obtained by an Issuer Entity from any third party other than Ameriprise Financial. (b) Neither the Sub-Advisor nor any Issuer Entity may use or disclose Ameriprise Financial Confidential Information for any purpose other than to carry out the purpose for which Ameriprise Financial Confidential Information was provided to the Sub-Advisor and Issuer Entities as set forth in the Agreement or as may be otherwise required by applicable law, rule, regulation or court order, and agrees to cause all the Sub-Advisor's or Issuer Entities' employees, agents, representatives, or any other party to whom the Sub-Advisor or Issuer Entities may provide access to or disclose Ameriprise Financial Confidential Information, to limit the use and disclosure of Ameriprise Financial Confidential Information to that purpose. (c) The Sub-Advisor and the Issuer Entities agree to implement reasonable measures designed to (i) assure the security and confidentiality of Ameriprise Financial Confidential Information, (ii) protect such information against any anticipated threats or hazards to the security or integrity of such information, (iii) protect against unauthorized access to, or use of, Ameriprise Financial Confidential Information that could result in substantial harm or inconvenience to any Ameriprise Financial Customer, (iv) protect against unauthorized disclosure of non-public personal information to unaffiliated third parties, and (v) otherwise ensure their respective compliance with all applicable domestic, foreign and local laws and regulations, including, but not limited to, the Gramm-Leach-Bliley Act and Massachusetts 201 C.M.R. Sections 17.00-17.04, as applicable, and any other legal, regulatory, or self-regulatory organization requirements. The Sub-Advisor and the Issuer Entities further agree to cause all of their respective agents, representatives, subcontractors, or any other party to whom the Sub-Advisor or Issuer Entities may provide access to or disclose Ameriprise Financial Confidential Information, to implement appropriate measures designed to meet the objectives set forth in this subsection. (d) Upon Ameriprise Financial's request, the Sub-Advisor and Issuer Entities shall promptly return Ameriprise Financial Confidential Information (and any copies, extracts and summaries thereof) to Ameriprise Financial or, with Ameriprise Financial's written consent, shall promptly destroy, in a manner satisfactory to Ameriprise Financial, such materials (and any copies, extracts and summaries thereof) and provide Ameriprise Financial with written confirmation of same. This entire section 18 shall survive the termination of this Agreement. 37 19. Additional Offerings. The terms of this Agreement may be extended to cover additional offerings of Common Shares of the Company by the execution by the parties hereto of an addendum identifying the shares and registration statement relating to such additional offering. Upon execution of such addendum, the terms "Common Shares," "Offering," "Registration Statement" and "Prospectus" set forth herein shall be deemed to be amended as set forth in such addendum. View More

Severability. In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application thereof shall not in any way be affected or impaired thereby; provided, that to the extent permitted by applicable law, any invalid, illegal or unenforceable provision may be considered for the purpose of determining the ...intent of the parties in connection with the other provisions of this Agreement. View More

Severability. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The in...valid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement. -14- 16. Waiver. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement. View More

Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement... shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those currently contained in this Agreement) as shall be valid and enforceable under the applicable law. View More