Severability Contract Clauses (76,103)

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. 3 13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations,... correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof. View More

Severability. If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Section 4 of this Agreement or the Second Release is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 3(b) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is... held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. View More

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.12. Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf... with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters. View More

Severability. Whenever possible, each provision of this Agreement and any portion hereof shall be interpreted in such a manner as to be effective and valid under applicable law, rules, and regulations. In the event that any provision of this Agreement is determined by a court of competent jurisdiction, pursuant to Section 14 herein, to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby. In the... event that any provision is determined by a court of competent jurisdiction, pursuant to Section 14 herein, to be overly broad as written, such provision shall be deemed to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended. If any provision of this Agreement is determined by a court of competent jurisdiction, pursuant to Section 14 herein, to be excessively broad as to duration, activity or subject, such provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent allowed by applicable law. View More

Severability. It is understood and agreed that if any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will nevertheless continue to be valid and enforceable.

Severability. You agree that the provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise -Rev. 1.2021 6 TSR Program unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 15 21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed... copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. View More

Severability. If any provision or part of a provision of this Agreement is found to be in violation of law or otherwise unenforceable in any respect, the remaining provisions or part of a provision shall remain unaffected and the Agreement shall be reformed and construed to the maximum extent possible as if such a provision or part of a provision held to be in violation of law or otherwise unenforceable had never been contained herein.

Severability. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Note shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to... the extent of such prohibition or invalidity without affecting the remaining provisions of this Note, or the validity or effectiveness of such provision in any other jurisdiction. [Remainder of page intentionally left blank] 6 This Note has been issued in reliance upon the representations of the Holder set forth in the Note Purchase Agreement. COMPANY: ARADIGM CORPORATION By: Name: Title: EX-4.1 3 d647421dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 THIS SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO SALE, PLEDGE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. SENIOR PROMISSORY NOTE $[●] [●], [●] Hayward, California For value received, Aradigm Corporation, a California corporation (the "Company"), promises to pay to the order of [●], an entity formed under the laws of [●] (together with its successors and assigns, the "Holder", and together with the Company, the "Parties"), the principal sum of [●] dollars ($[●]), together with interest accrued but unpaid hereon, upon the terms of this Senior Promissory Note (this "Note"). View More

Severability. If any provision of this Warrant shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Warrant shall not be affected thereby.