Severability Contract Clauses (27,855)

Severability. In the event that any part of this Agreement is found to be void or unenforceable, all other provisions of the Agreement will remain in full force and effect. 9 19. GOVERNING LAW. This Agreement will be governed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws principles. EXECUTION OF AGREEMENT The parties execute this Agreement to evidence their acceptance of it. Dated: October 28, 2015 Dated: October 28, 2015 Charlie Huang CADENCE DESI...GN SYSTEMS, INC. /s/ Charlie Huang By: /s/ Christina Rooke Jones Christina Rooke Jones Sr. Vice President – Global Human Resources 10 ATTACHMENT 1 RELEASE OF CLAIMS 1. For valuable consideration, I irrevocably, fully and finally release Cadence, its parent, subsidiaries, affiliates, directors, officers, agents and employees ("Releasees") from all causes of action, claims, suits, demands or other obligations or liabilities, whether known or unknown, suspected or unsuspected, that I ever had or now have as of the time that I sign this Agreement which relate to my hiring or employment with the Company, the termination of my employment with the Company and claims asserted in shareholder derivative actions or shareholder class actions against the Company and its officers and Board of Directors, to the extent those derivative or class actions relate to the period during my employment with the Company. The claims released include, but are not limited to, any claims arising from or related to my employment with Cadence, such as claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1974, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the Employee Retirement Income and Security Act of 1974 (except for any vested right I have to benefits under an ERISA plan), the state and federal Worker Adjustment and Retraining Notification Act, and the California Business and Professions Code; any other local, state, federal, or foreign law governing employment; and the common law of contract and tort. In no event, however, shall any claims, causes of action, suits, demands or other obligations or liabilities be released pursuant to the foregoing if and to the extent they relate to: i. any amounts or benefits which I am or become entitled to receive pursuant to the provisions of my Executive Transition and Release Agreement with Cadence (the "Transition Agreement") or pursuant to the provisions designated in Section 9.9 of my Employment Agreement with Cadence to survive the termination of my full-time employment; ii. claims for workers' compensation benefits under any of the Company's workers' compensation insurance policies or funds; iii. claims for coverage under the Company's past, present or future, insurance policies, including but not limited to any directors' and officers' liability insurance policies and/or employment practices liability insurance policies; iv. claims related to my COBRA rights; v. any rights that I have or may have to be indemnified by Cadence pursuant to any contract, statute, or common law principle (including but not limited to the Indemnity Agreement, dated July 29, 2008, between the Company and me); vi. any claims or rights that I may have to any equity award that I received from the Company that has vested as of the date of this Release of Claims (as well as any right to any equity award that becomes vested pursuant to the provisions of the Transition Agreement); and vii. any other rights or claims that I have or may have that cannot, as a matter of law, be waived. View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity and severed from this Agreement, without invalidating the remainder of such provision or remaining provisions of this Agreement. 8 17. Proper Construction. (a) The language of this Agree...ment shall be construed within the context of the whole Agreement and according to its fair meaning, and not strictly for or against any of the Parties. (b) The paragraph headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof. View More

Severability. In the event any of the terms, provisions, or covenants of this Agreement are deemed by statue of the Commonwealth of Kentucky or 10 ordinance of the Jefferson County Metro Government to be partially or wholly invalid or unenforceable such holding shall not affect, alter, modify, or impair in any manner any of the other terms, provisions, or covenants hot held to be partially or wholly invalid or unenforceable.

Severability. In case any one or more of the provisions or part of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall be deemed not to affect any other jurisdiction or any other provision or part of a provision of this Agreement, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of this Agreement or any provi...sion or provisions hereof in any other jurisdiction; and this Agreement shall be reformed and construed in such jurisdiction as if such provision or part of a provision held to be invalid or illegal or unenforceable had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable in such jurisdiction to the maximum extent possible. In furtherance and not in limitation of the foregoing, the Company and the Employee each intend that the covenants contained in Sections 5 and 6 shall be deemed to be a series of separate covenants. If, in any judicial proceeding, a court shall refuse to enforce any of such separate covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings. If, in any judicial proceeding, a court shall refuse to enforce any one or more of such separate covenants because the total time, scope or area thereof is deemed to be excessive or unreasonable, then it is the intent of the parties hereto that such covenants, which would otherwise be unenforceable due to such excessive or unreasonable period of time, scope or area, be enforced for such lesser period of time, scope or area as shall be deemed reasonable and not excessive by such court. 8 17. Entire Agreement; Amendment. This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof. View More

Severability. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect. -11- 22. Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of th...e provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. View More

Severability. If any provision of this Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such illegal, invalid or unenforceable provision had never been included herein.

Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement valid and enforceable while reflecting to the greatest extent permissible the intent of the parties. 12 17. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent... by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: Blue Calypso, Inc. 101 W. Renner Rd., Suite 280 Richardson, TX 75082 (800) 378-2297 Attention: Andrew Levi, Chief Executive Officer with a copy to: Fox Rothschild LLP 997 Lenox Drive Building 3 Lawrenceville, NJ 08648-2311 (609) 895-6719 Attention: Sean F. Reid, Esq. If to Purchaser: To that address indicated on the signature page hereof. View More

Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable, in whole or in part, for any reason, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as ...so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be. View More

Severability. The provisions of this Separation Agreement are severable, and if any provision is found to be unenforceable, the other provisions will remain fully valid and enforceable.15. Governing Law. This Separation Agreement will be construed under the laws of the State of California, without reference to its choice of law rules.16. Entire Agreement. This Separation Agreement is a fully integrated and entire agreement. SIGNATURE PAGE FOLLOWS 6 The undersigned have read the foregoing Agreement and accept ...and agree to the provisions contained therein and hereby execute it voluntarily, and with full understanding of its consequences. /s/ Craig Nomura June 10, 2015Craig Nomura (Date) LEVI STRAUSS & CO.By:/s/ Charles Bergh June 11, 2015Charles Bergh (Date)Chief Executive Officer 7 EX-10.1 2 separationagreement.htm EXHIBIT 10.1 Separation Agreement Exhibit 10.1Separation Agreement and General ReleaseThis Separation Agreement and General Release ("Separation Agreement" or "Agreement") is made and entered into by and between Craig Nomura ("Nomura") and Levi Strauss & Co., and its affiliated entities, including parent, subsidiary, and sister corporations (collectively "LS&Co." or "the Company") together referred to as the "the parties." In consideration of the covenants and promises contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Separation Date. Nomura's employment with LS&Co. will terminate on June 12, 2015 (the "Separation Date"). Nomura agrees that he will (i) take all appropriate action to resign from any position in which he is an officer of LS&Co. and (ii) execute any paperwork or comply with any procedures reasonably necessary to effectuate this termination. View More

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be null and void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and the Agreement shall be construed to give effect to the intent of the Parties.35. Waiver. No Party shall be deemed to have waived any right, power or privilege under this Agreement unless such waiver is in writing and duly executed by it. No failure or delay in exercising any right hereunder... shall be deemed a waiver thereof by any Party. No exercise or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or of any other right, power or privilege.36. Entire Agreement. This Agreement, including the Exhibits hereto, is the exclusive and complete agreement among the Parties relating to the subject matter hereof, sets forth their entire understanding and supersedes all prior writings, representations, and understandings among the Parties. This Agreement may be amended only by a writing duly signed by each of the Parties.37. Headings. The headings used in this Agreement are intended for guidance only and will not be considered part of the written understanding between the Parties.38. Limitation of Damages. No Party shall be liable for special, punitive or consequential damages (including loss of profits and loss of production) resulting from a breach of warranty, delay of performance or other default hereunder.39. Confidentiality. Each of the Parties shall, and shall cause its agents, employees, officers, directors and professional advisors (collectively, "Representatives") and its Affiliates to keep confidential, disclose only to its Affiliates or Representatives, and use only in -36- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH "*[Redacted]*". A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. connection with the performance of this Agreement (and for no other purpose), the terms of this Agreement and all information and data obtained by them from the other Parties or their Affiliates or Representatives relating to such other Parties or their Affiliates, (other than information or data that is or becomes available to the public other than as a result of a breach of this Section 39 or otherwise has not been provided under an obligation of confidentiality in connection herewith), unless disclosure of such information or data is required by applicable law or in connection with filings with a governmental authority. If such disclosure is required by applicable law or made in connection with filings with a governmental authority, to the extent possible, the disclosing Party shall provide prior notice of such disclosure to the non-disclosing Parties and shall consult with the non-disclosing Parties with respect to any such disclosure. Upon termination of this Agreement, each Party shall, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives to, promptly return to the other Parties, or destroy, all documents (including all copies thereof) containing any such information or data, and each Party shall, and shall cause its respective Affiliates and Representatives to, comply with such Party's obligations under this Agreement in accordance with its terms.40. Guarantees. Century Parent and Glencore Funding LLC have entered into guarantees of the obligations of NSA, Sebree, CASC and CAWV hereunder, in the case of Century Parent, and the obligations of Glencore hereunder, in the case of Glencore Funding LLC.41. Counterparts. This Agreement and any amendments hereto may be executed in any number of counterparts, each of which will be deemed an original, but all of -37- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH "*[Redacted]*". A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. which together will constitute one and same instrument. Each counterpart may consist of a number of copies thereof each signed by less than all, but together signed by all, of the Parties. View More