Severability Contract Clauses (27,855)

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (WELLS FARGO) BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Sid Khanolkar Name: Sid Khanolkar Title: Director WILLIAMS-SONOMA, INC. FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (WELLS FARGO) EX-10.2 3 d798275dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 29, 2014 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 28, 2015. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (U.S. BANK) BANK: U.S. BANK NATIONAL ASSOCIATION By: /s/ Joyce P. Dorsett Name: Joyce P. Dorsett Title: Vice President WILLIAMS-SONOMA, INC. FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (U.S. BANK) EX-10.3 4 d798275dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 29, 2014 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 28, 2015. View More

Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall at any time or to any extent be invalid, illegal, or unenforceable in any respect as written, the Participant and the Company intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of 3 such reformation shall be ignored so as to not affect any ...other term or provision of this Agreement, and the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. View More

Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. The parties agree that the covenants set forth herein are reasonable. Without limiting the foregoing, it is the intent of the parties that the covenants set forth herein be enforced to the maximum degree permitted by applicable law. As such, the parties ask that if any... court of competent jurisdiction were to consider any provisions of this Agreement to be overly broad based on the circumstances at the time enforcement is requested, that such court "blue pencil" the provision and enforce the provision to the full extent that such court deems it to be reasonable in scope. View More

Severability. The parties agree that should any provision of this Agreement be declared or determined by any court to be illegal, invalid or unenforceable, the remainder of the Agreement shall nonetheless remain binding and enforceable and the illegal, invalid or unenforceable provision(s) shall be modified only so much as necessary to comply with applicable law. 2 9. Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or electronic transmission, each of which will be de...emed to be an original but all of which, taken together, shall constitute one and the same Agreement. View More

Severability. If any one or more of the covenants, agreements, conditions, provisions, or terms of this Agreement is, in any respect or to any extent (in whole or in part), held to be invalid, illegal or unenforceable for any reason, all remaining portions thereof which are not so held, and all other covenants, agreements, conditions, provisions, and terms of this Agreement, will not be affected by such holding, but will remain valid and in force to the fullest extent permitted by law.30. SURVIVAL. To the ext...ent that the performance of any covenant or other obligation of a Party in or pursuant to this Agreement or the Transfer Documents is contemplated to occur or continue after the Closing, the same shall not merge with the transfer of title to any Property, but shall remain in effect until fulfilled (subject to any express limitation thereon set forth in this Agreement). View More

Severability. If this Agreement or any portion of it is invalidated on any ground by any court of competent jurisdiction, the Company shall indemnify Indemnitee as to Expenses, judgments, fines, and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that is not invalidated or by any other applicable law.

Severability. Should any provision of this Restricted Share Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Restricted Share Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification 8 (if any) to become a part hereof and treated as though contained in this original Restricted Share Agreement. Moreover, if one or more of the prov...isions contained in this Restricted Share Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction. View More

Severability. In the event that one or more of the provisions of this Separation Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Separation Agreement shall not in any way be affected or impaired thereby.

Severability. Should any provision of this Agreement be held by an arbitration panel or court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties f...urther agree that any such arbitration panel or court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the arbitration panel or court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein. View More