Severability Contract Clauses (27,855)

Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or... illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible. 2 9. Binding Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned by the Purchaser hereto without the prior written consent of the Company. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. View More

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental 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 contemplated hereby is not affected in any manner materially adverse to any ...party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 4 16. Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, without proof of actual damages (and each party hereby waives any requirement for the security or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. [The remainder of this page has been intentionally left blank; the next page is the signature page.] View More

Severability. Each part of this Agreement is intended to be severable. If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.17. ASSIGNMENT. The Bank may assign this Agreement to any other corporation or entity acquiring all or substantially all of the assets of the Bank, or to any other corporation or entity into which or with which the Bank may be merged or consolidat...ed. Upon such assignment, merger, or consolidation, the rights of the Bank under this Agreement, as well as the obligations and liabilities of the Bank herein, shall inure to the benefit of and be binding upon any and all successors-in-interest or transferees of all or substantially all of the assets of the Bank. This Agreement is not assignable in any respect by Associate.18. HEADINGS. The headings appearing in this Agreement are for convenience only and are not to be considered in interpreting this Agreement.IN TESTIMONY WHEREOF, the Bank has caused this instrument to be executed in its corporate name by its Chief Operating Officer, attested by its Secretary/Assistant Secretary, and its corporate seal to be hereto affixed, all within the authority duly given by its Board of Directors, and Associate has hereunto set Associate's hand and adopted as Associate's seal the typewritten word "SEAL" appearing beside Associate's name, all effective as of the Effective Date.FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ Edward L. Willingham, IV Edward L. Willingham, IV Chief Operating Officer ATTEST: /s/ Lee Hardeman Secretary/Assistant Secretary ASSOCIATE: /s/ Glenn McCoy (SEAL)GLENN MCCOY November 5, 2014 Date of Execution by Associate EX-10.9 3 fcnca_exhibit109x12312014.htm EXHIBIT 10.9 FCNCA_Exhibit10.9_12.31.2014 Exhibit 10.9STATE OF NORTH CAROLINACOUNTY OF WAKERETIREMENT AND CONSULTATION AGREEMENT AND RELEASETHIS RETIREMENT AND CONSULTATION AGREEMENT AND RELEASE (the "Agreement") is made and entered into by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal place of business in Raleigh, Wake County, North Carolina (the "Bank"); and GLENN MCCOY, a resident of Wake County, North Carolina ("Associate");W I T N E S S E T H:WHEREAS, Associate is employed by the Bank as Chief Financial Officer; and,WHEREAS, Associate and the Bank have mutually agreed that Associate will retire from his employment with the Bank and resign from his position as Chief Financial Officer effective as of November 5, 2014 (the "Retirement Date"); and,WHEREAS, following the Retirement Date, the Bank desires that Associate be available to consult with the Bank so it can receive the benefit of his services, knowledge, and experience, and Associate desires to undertake such consultation; and,WHEREAS, the parties have reached an arrangement as to such retirement, resignation, consultation, and other matters contained herein and desire to set forth the terms and conditions thereof, as evidenced in this Agreement.NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable considerations, the receipt and sufficiency of which hereby are acknowledged, the Bank and Associate agree as follows:1. RETIREMENT. Associate hereby retires from his employment with the Bank and resigns from his position as Chief Financial Officer, effective as of the Retirement Date. The Bank expressly agrees to Associate's resignation from employment with the Bank on such Retirement Date. Associate recognizes and agrees that he will have no further authority as an employee or agent of the Bank following the Retirement Date. Associate further specifically recognizes and agrees that this Agreement is a full and complete resolution, settlement, and termination of any rights or claims that Associate may have had, or alleges to have had, to any further employment with the Bank, its subsidiaries, or affiliates, including but not limited to its holding company, First Citizens BancShares, Inc. ("BancShares"), and BancShares' subsidiaries and affiliates.2. SALARY AND PAID TIME OFF PAY. The Bank shall pay to Associate his normal salary, less normal deductions and withholdings, through the Retirement Date, and agrees to provide the Special Payment and consideration to Associate as set forth below. The Bank also shall pay to Associate the amount of NINE HUNDRED SIXTY-ONE and 54/100 Dollars ($961.54) less normal deductions and withholdings, representing Associate's accrued but unused paid time off calculated as of the Retirement Date. View More

Severability. If any provision of this Amendment is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the "invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Amendment so long as this Amendment as so modified conti...nues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a. valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). View More

Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected, prejudiced or disturbed thereby.

Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. 8 7. Headings. Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be g...iven any substantive effect. View More

Severability. In case any one or more of the provisions contained in 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, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.

Severability. If any term or other provision of this Agreement or any exhibit or schedule hereto is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement, and the exhibits and schedules hereto, shall nevertheless remain in full force and effect to the maximum extent permitted by applicable law. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall... negotiate in good faith to modify this Agreement, and any exhibit or schedule hereto, so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that this Agreement, and its exhibits and schedules be enforced as originally contemplated to the greatest extent possible. View More

Severability. In the event any provision of this Agreement shall be found to be unenforceable or invalid, such provision shall be severed from this Agreement and the balance of the Agreement shall remain fully valid and enforceable.