Validity Clause Example from Business Contracts

Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court... or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal. This Agreement shall replace and supersede the indemnification agreement in effect between Indemnitee and the Company immediately prior to the execution and delivery of this Agreement by Indemnitee and the Company (the "Prior Indemnification Agreement"); provided that if, after giving effect to the foregoing provisions of this Section 19 and any actions contemplated thereby that are taken pursuant thereto, Indemnitee is not satisfied, in his or her sole discretion, with the rights and benefits provided to Indemnitee by this Agreement, Indemnitee may elect to have the Prior Indemnification Agreement, rather than this Agreement, govern the rights and obligations of the parties hereto in relation to the subject matter of the Prior Indemnification Agreement with the same force and effect as if this Agreement had never replaced or superseded the Prior Indemnification Agreement (it being the intent of the parties hereto to fully preserve the validity, binding effect and enforceability of the Prior Indemnification Agreement in that event). View More