Severability Contract Clauses (27,855)

Severability. It is the intention and agreement of the Company and the Grantee that this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of the Grantee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company of the intended benefit of this Agreement. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so ...invalidated (including, but not limited to, any provision in Section 13 hereof) shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.19. Governing Law. This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio. View More

Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future Legal Requirements effective during the Term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby and such illegal, invalid or unenforceable provision shall be given force and effect to the extent valid and legal.

Severability. If any provision of this Assignment shall be held void, voidable, invalid or inoperative, no other provision of this Assignment shall be affected as a consequence thereof, and, accordingly, the remaining provisions of this Assignment shall remain in full force and effect, as if such void, voidable, invalid or inoperative provision had not been included herein. If any provision of this Assignment, or the enforcement of any provision hereof, with respect to any person or entity or circumstance, is... void or unenforceable, then an appropriate and equitable provision shall replace it, with a view towards having this Assignment implemented to the maximum extent possible for it to be valid and enforceable, in accordance with the intent and objective of such void or unenforceable provision. View More

Severability. If any provision of this Warrant 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 Warrant so long as this Warrant as so modified continues 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 provisions(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 provisions(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provisions(s). View More

Severability. The provisions of this Limited Guaranty shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guaranty, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Limited Guaranty and the application of such provision to oth...er Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Limited Guaranty is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. View More

Severability. If any term or provision of this Employee Matters Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Employee Matters Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Employee Matte...rs Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. View More

Severability. If a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.18. Plan Governs. The Award evidenced by this Agreement is a permitted award pursuant to the Plan, a...nd the Restricted Stock Units, Dividend Equivalent Units, the Option and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement by reference or are expressly cited, except as expressly provided herein. The Company represents that the Award is authorized under and in accordance with the terms of the Plan.19. Code Section 409A Rules. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to section 409A of the Code, and if such payment or benefit is to be paid or provided on account of the Executive's termination of employment (or other separation from service):a)and if the Executive is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code) and if any such payment or benefit is required to be made or provided prior to the first day of the seventh month following the Executive's separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive's separation from service (or, if earlier, upon the Executive's death); and b)the determination as to whether the Executive has had a termination of employment (or separation from service) shall be made in accordance with the provisions of section 409A 5 and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder and, for purposes of any such provision of this Agreement, references to a "termination," "termination of service" or like terms shall mean "separation from service" and the date of such separation from service shall be the "Termination Date" for purposes of any such payment or benefits; andc) for purposes of section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. d) this Award is intended to comply with, or be exempt from, Code Section 409A and shall be construed accordingly. 6 EX-10.2 3 ex102rsustkoptionagreement.htm EXHIBIT 10.2 EX10.2RSUSTKOPTIONAGREEMENT Exhibit 10.2AMBAC FINANCIAL GROUP, INC.RESTRICTED STOCK UNIT AND STOCK OPTION AGREEMENTMr. Nader Tavakoli (the "Executive") has been granted a Full Value Award under the Ambac Financial Group, Inc. Incentive Compensation Plan (the "Plan") in the form of restricted stock units and an Award in the form of a non-qualified stock option (collectively, the "Awards") as consideration for his services as interim president and chief executive officer. The Award shall be effective as of March 30, 2015 (the "Grant Date"). The Award shall be subject to the following terms and conditions (sometimes referred to as this "Agreement"). View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or e...nforceability at' any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or e...nforceability at' any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 12 20. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. View More

Severability. If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan. 19 EX-10.1 2 biib-2015331xex101.htm EXHIBIT 10.1 BIIB-2015.3.31-EX10.1 Exhibit 10.1BIOGEN INC.2006 NON-EMPLOYEE DIRECTORS EQUITY PLAN(Approved by stockholders on May 25, 2006; as amended through March 27, 2015)1. Purpose; Establishment. The Biogen 2006 Non-Employee Directors... Equity Plan is intended to encourage ownership of shares of Common Stock by Non-Employee Directors of the Company and its Affiliates, and to provide an additional incentive to those directors to promote the success of the Company and its Affiliates. The Plan has been adopted and approved by the Board of Directors, and became effective on the Effective Date. View More