Severability Contract Clauses (27,855)

Severability. The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

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 12 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.18. 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. The parties hereto intend and believe that each and every provision in this Agreement comports with all applicable law. If any provision of this Agreement or the application hereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of such provision to any other person or circumstance shall be affected thereby, but rather the same shall be enforced to the greatest extent permitted by law,... except that if such provision relates to the payment of a monetary sum and if Lender in Lender's reasonable judgment concludes that timely payment of all principal, interest, fees and expenses provided for in this Agreement, the Note or any of the other Loan Documents is jeopardized or threatened, then Lender may, at Lender's option, declare the entire Loan due and payable in accordance with applicable provisions of the Note. View More

Severability. If any provision of the Agreement is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed and enforced as if such provision had not been included.

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. [Further, the invalidity or unenforceability of any provision hereof as to either Indemitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.] Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee [and Appointing Stockholder] indemnification r...ights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict. View More

Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. 8 14. Addresses for Notices. All notices and other communic...ations provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party. View More

Severability. If any provision of this Agreement shall be declared invalid or unenforceable by any court of competent jurisdiction, such finding shall have no effect upon any other provision of this Agreement, which shall be given full force and effect.

Severability. If all or any part of the Grant Notice, this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of the Grant Notice, this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of ...a Section to the fullest extent possible while remaining lawful and valid. 5 EX-10.3 13 ipxl-03x31x2017x10qxexx103.htm EXHIBIT 10.3 Exhibit Exhibit 10.3IMPAX LABORATORIES, INC.STOCK OPTION AGREEMENTAs an inducement material to the decision by you (the "Optionee") to accept employment with Impax Laboratories, Inc. (the "Company") and pursuant to your grant notice (the "Grant Notice"), this Stock Option Agreement (the "Agreement") and that certain Employment Agreement entered into between you and the Company effective as of March 24, 2017 (the "Employment Agreement"), the Company has granted you (the "Optionee") a nontransferable option to purchase the number of shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), indicated in the Grant Notice (collectively, the "Option"). This Option is made and granted as a stand-alone award and is not granted under or pursuant to the Company's Third Amended and Restated 2002 Equity Incentive Plan (the "Plan"). However, unless otherwise defined herein, capitalized terms in this Agreement shall have the meaning ascribed in the Plan.1. Grant of Option. The Company has granted Optionee a nontransferable Option to purchase the number of Shares of the Company's Common Stock as indicated in the Grant Notice at the exercise price set forth in the Grant Notice. The Option is made and granted as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, conditions and definitions set forth in the Plan shall apply to the Option as though the Option had been granted under the Plan (including but not limited to the adjustment provision contained in Section 10.1 of the Plan), and the Option shall be subject to such terms, conditions and definitions, which are hereby incorporated into this Agreement by reference. For the avoidance of doubt, the Option shall not be counted for purposes of calculating the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Section 3.1 of the Plan or for purposes of calculating the limits with respect to the Optionee under Section 3.2 of the Plan. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control.2. Employment Inducement Grant. The Option is intended to constitute an "employment inducement grant" under NASDAQ Listing Rule 5635(c)(4), and consequently is intended to be exempt from the NASDAQ rules regarding shareholder approval of stock option and stock purchase plans. This Agreement and the terms and conditions of the Option shall be interpreted in accordance and consistent with such exemption. View More

Severability. If any provision of this Agreement is determined to be null, void, or inoperable for any reason, such provision shall be severable and the remaining provisions of this Agreement shall remain in full force and effect; provided that, in the event that the restrictions on Soper's competition as set forth in Section 8 of the Employment Agreement and Section 8 of this Agreement are found unenforceable as a result of any claim, suit or cause of action brought by Soper or by any person, government agen...cy, or any other entity on Soper's behalf at Soper's direction and as a result thereof Soper becomes engaged in such employment or other activity that would have been prohibited by such covenant not to compete, the MTGA's obligations to make the payments described in Section 3 of this Agreement shall cease. The payments to Soper pursuant to Section 3 shall cease in the event that the Pennsylvania Gaming Control Board or other gaming regulatory authority having jurisdiction over the MTGA or its subsidiaries so directs in writing on grounds that such payments are unlawful or in violation of gaming regulations. In such event, Soper's waiver and release and other obligations under this Agreement shall nevertheless remain in full force and effect as if all consideration otherwise payable to him had been paid. View More

Severability. The parties have entered into this Agreement for the purposes herein expressed, with the intention that this Agreement be given full effect to carry out such purposes. Therefore, consistent with the effectuation of the purposes hereof, the invalidity or unenforceability of any provision hereof or part thereof shall not affect the validity or enforceability of any other provision hereof or any other part of such provision.