Common use of Governing Law; Severability Clause in Contracts

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 52 contracts

Samples: Executive Employment Agreement (CorMedix Inc.), Restricted Stock Purchase Agreement (Neumora Therapeutics, Inc.), Restricted Stock Purchase Agreement (Neumora Therapeutics, Inc.)

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Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body of law pertaining without regard to conflicts of lawlaws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 50 contracts

Samples: Restricted Stock Agreement (Steadfast Income REIT, Inc.), Stock Option Agreement (Leap Wireless International Inc), Deferred Stock Unit Award Agreement (Leap Wireless International Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with deemed a contract made under the laws of the State of Delaware excluding that body and, together with the rights and obligations of law pertaining to conflicts the parties hereunder, shall be construed under and governed by the laws of lawsuch state. Should The invalidity or unenforceability of any provision of this Agreement be determined by a court shall not affect the validity or enforceability of law to be illegal or unenforceable, the any other provisions shall nevertheless remain effective and shall remain enforceableprovision hereof.

Appears in 19 contracts

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body Delaware, without regard to the conflicts of law pertaining to conflicts of lawprinciples thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 17 contracts

Samples: Restricted Stock Unit Agreement (Spectaire Holdings Inc.), Restricted Stock Agreement (Ortho Clinical Diagnostics Holdings PLC), Restricted Stock Agreement (Ortho Clinical Diagnostics Holdings PLC)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body Delaware, exclusive of law pertaining to conflicts its conflict-of-laws principles. In the event of lawa direct conflict between the provisions of this Agreement and any provision of the Certificate, or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any Person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 17 contracts

Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 15 contracts

Samples: Operating Agreement (AB Commercial Real Estate Private Debt Fund, LLC), Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Operating Agreement (Ruby Tuesday of Bryant, Inc.)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 14 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 9 contracts

Samples: Incentive Stock Option Agreement (Rent the Runway, Inc.), Nonstatutory Stock Option Agreement (Rent the Runway, Inc.), Restricted Share Unit Agreement (Rent the Runway, Inc.)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any Person or unenforceablecircumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other provisions Persons or circumstances is not affected thereby and that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the greatest extent permitted by law.

Appears in 9 contracts

Samples: Formation and Transfer Agreement (Armstrong Coal Company, Inc.), Asset Purchase Agreement (Armstrong Coal Company, Inc.), Formation and Transfer Agreement (Armstrong Energy, Inc.)

Governing Law; Severability. This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 8 contracts

Samples: Stock Purchase Agreement (Cox Enterprises Inc Et Al), Stock Purchase Agreement (Anthony Barbara Cox), Stock Purchase Agreement (Chambers Anne Cox)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body Delaware, exclusive of law pertaining its conflict-of-laws principles. In the event of a conflict between the provisions of this Agreement and any provision of the Certificate of Formation or the Act, the applicable provision of this Agreement shall control, to conflicts of the extent permitted by law. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 8 contracts

Samples: Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Arvinas Holding Company, LLC)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body Delaware, exclusive of law pertaining its conflict of laws principles. In the event of a conflict between the provisions of this Agreement and any provision of the Certificate of Formation or the Act, the applicable provision of this Agreement shall control, to conflicts of the extent permitted by law. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Cooke Bros Holdings LTD), Limited Liability Company Agreement (Cooke Bros Holdings LTD), Limited Liability Company Agreement (Cooke Bros Holdings LTD)

Governing Law; Severability. This Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Success Acquisition Corp), Limited Liability Company Agreement (Success Acquisition Corp), Limited Liability Company Agreement (Success Acquisition Corp)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws of the State of Delaware excluding that body without giving effect to principles of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining without regard to any conflicts of law. Should If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 6 contracts

Samples: Limited Liability Operating Agreement (Convergence, LLC), Limited Liability Operating Agreement (Convergence, LLC), Limited Liability Company Agreement (Convergence, LLC)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding Delaware, regardless of the laws that body might otherwise govern under applicable principles of law pertaining to conflicts of lawlaws. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any circumstance is held invalid or unenforceableunenforceable to any extent, the remainder of this Agreement and the application of that provision to other provisions circumstances shall nevertheless remain effective not be affected thereby, and that provision shall remain enforceablebe enforced to the greatest extent permitted by law.

Appears in 5 contracts

Samples: Incentive Agreement, Incentive Agreement (Telx Group, Inc.), Incentive Agreement (Telx Group, Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed constructed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 5 contracts

Samples: Non Qualified Stock Option Agreement (Theglobe Com Inc), Non Qualified Stock Option Agreement (Theglobe Com Inc), Non Qualified Stock Option Agreement (Theglobe Com Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with according to the laws of the State of Delaware excluding that body of law pertaining Delaware, without regards to conflicts of lawlaws rules. Should If any provision of this Agreement be determined is found by a court of law competent jurisdiction to be illegal or unenforceable, that provision shall be severed and the other provisions remainder of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 5 contracts

Samples: Executive Chair Agreement (Eyenovia, Inc.), Consulting Agreement (Zosano Pharma Corp), Consulting Agreement (Zosano Pharma Corp)

Governing Law; Severability. This Agreement and the rights and liabilities of the Member shall be governed by and construed determined in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to its conflict of law pertaining to conflicts of lawlaws rules. Should If any provision of this Agreement shall be determined by a court of law to be illegal invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions shall nevertheless remain effective and of this Agreement, which shall remain enforceablein full force and effect.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Rhino Equity LLC), LLC Operating Agreement (Tarantula Ventures LLC), LLC Operating Agreement (Tarantula Ventures LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware excluding that body of law pertaining Delaware, without regard to any applicable conflicts of lawLaws. Should any provision The provisions of this Agreement be determined by a court are severable and the invalidity of law to be illegal one or unenforceable, more of the provisions herein shall not have any effect upon the validity or enforceability of any other provisions shall nevertheless remain effective and shall remain enforceableprovision.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Pediatric Services of America Inc), Merger Agreement (Renal Care Group Inc), Stock Purchase Agreement (Renal Care Group Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining without giving effect to conflicts of lawlaw principles thereof. Should If any provision of this Agreement shall be determined declared invalid or unenforceable by a court of law to be illegal or unenforceablecompetent jurisdiction, the other remaining provisions hereof shall nevertheless remain effective valid and shall remain enforceablecontinue in effect.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Andlinger Capital Xiii LLC), Stockholders' Agreement (Andlinger Capital Xiii LLC), Stockholders' Agreement (Howtek Inc)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body Delaware, exclusive of law pertaining its conflict-of-laws principles. In the event of a conflict between the provisions of this Agreement and any provision of the Certificate or the Act, the applicable provision of this Agreement shall control, to conflicts of the extent permitted by law. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any Person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Cullinan Oncology, LLC), Limited Liability Company Agreement (Cullinan Oncology, LLC), Limited Liability Company Agreement (Jack Cooper Logistics, LLC)

Governing Law; Severability. This Agreement and all disputes arising out of or relating to it shall be governed by administered, interpreted and construed enforced in accordance with the laws of the State of Delaware excluding Delaware, without regard to the law that body might be applied under principles of law pertaining to conflicts of lawlaws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Conceptus Inc), Restricted Stock Unit Award Agreement (Conceptus Inc), Restricted Stock Unit Award Agreement (Conceptus Inc)

Governing Law; Severability. This Agreement shall be is governed by and construed in accordance with the laws of internal substantive laws, but not the State of Delaware excluding that body choice of law pertaining to conflicts rules, of lawDelaware. Should In the event that any provision of this Agreement be determined hereof becomes or is declared by a court of law competent jurisdiction to be illegal illegal, unenforceable or unenforceablevoid, the other provisions this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 4 contracts

Samples: Restricted Stock Agreement (Upland Software, Inc.), Restricted Stock Agreement (Upland Software, Inc.), Restricted Stock Agreement (Upland Software, Inc.)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to principles of law pertaining to conflicts of lawlaws, and, to the maximum extent possible, in such manner as to comply with the terms and conditions of the Act. Should If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Alliance Laundry Systems LLC), Limited Liability Company Agreement (Alliance Laundry Systems LLC), Limited Liability Company Agreement (Alliance Laundry Holdings LLC)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceableDelaware.

Appears in 4 contracts

Samples: Operating Agreement (American Materials Transport, Inc.), Operating Agreement (American Materials Transport, Inc.), Operating Agreement (Pacific Custom Materials Inc)

Governing Law; Severability. This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware excluding that body Delaware, without reference to the choice of law pertaining to or conflicts of lawlaw principles thereof. Should any provision clause, section or part of this Agreement be determined by a court of law held or declared to be void or illegal for any reason, all other clauses, sections or unenforceable, the other provisions parts of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 3 contracts

Samples: Share Exchange Agreement (MMA Media Inc.), Supply Agreement (Security With Advanced Technology, Inc.), Escrow Agreement (China Energy Recovery, Inc.)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws Law of the State of Delaware Delaware, excluding any conflict-of-laws rule or principle that body of law pertaining to conflicts of law. Should any provision might refer the governance or the construction of this Agreement be determined by to the Law of another jurisdiction. In the event of a court direct conflict between the provisions of law to be illegal or unenforceablethis Agreement and any mandatory, non-waivable provision of the other provisions Act, such provision of the Act shall nevertheless remain effective and shall remain enforceablecontrol.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Louisiana Generating LLC), Limited Liability Company Agreement (Somerset Power LLC), Limited Liability Company Agreement (Somerset Power LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to the conflicts of law pertaining to conflicts rules thereof. If it is determined by a court of law. Should competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only in such jurisdiction and only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (General Growth Properties, Inc.), Limited Liability Company Agreement (General Growth Properties, Inc.)

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body of law pertaining Delaware, without regard to the conflicts of lawlaws principles thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Safeway Inc), Restricted Stock Unit Award Agreement (Safeway Inc), Restricted Stock Award Agreement (Safeway Inc)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware, and, to the maximum extent possible, in such manner as to comply with all of the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TWP Capital Corp Ii), Limited Liability Company Agreement (Knowles Electronics LLC)

Governing Law; Severability. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should In case any provision of this Agreement shall be determined by a court of law to be invalid, illegal or unenforceable, the other validity, legality and enforceability of the remaining provisions of this Agreement shall nevertheless remain effective and shall remain enforceablenot in any way be affected or impaired thereby.

Appears in 2 contracts

Samples: Merchant Financial Services Agreement, Merchant Financial Services Agreement (Heartland Payment Systems Inc)

Governing Law; Severability. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Delaware Delaware, excluding that body of law pertaining relating to conflicts of law. Should any provision one or more of the provisions of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless will remain effective and shall remain will be enforceable.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Kubient, Inc.), Stock Pledge Agreement (Kubient, Inc.)

Governing Law; Severability. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Delaware Delaware, excluding that body of law laws pertaining to conflicts conflict of lawlaws. Should If any provision of this Agreement be is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions shall nevertheless will remain fully effective and shall remain enforceable.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (General Moly, Inc), Restricted Stock Unit Agreement (General Moly, Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body U.S. A. If any provisions of law pertaining the Agreement or the application of any such provision shall be held to conflicts of be contrary to law. Should any provision , the remaining provisions of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 2 contracts

Samples: License Agreement (ProLink Holdings Corp.), Settlement Agreement (ProLink Holdings Corp.)

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body Delaware, without regard to the conflicts of law pertaining to conflicts principles thereof or of lawany other jurisdiction. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Life Time Group Holdings, Inc.), Restricted Stock Agreement (Life Time Group Holdings, Inc.)

Governing Law; Severability. This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to its conflict of law pertaining to conflicts of lawlaws principles. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ridgewood Electric Power Trust Iv), Limited Liability Company Agreement (Ridgewood Electric Power Trust Iii)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws law of the State of Delaware excluding that body Delaware, exclusive of law pertaining to conflicts of lawits conflict-of-laws principles. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any person or unenforceablecircumstance is held invalid or unenforceable to any extent, the other provisions remainder of this Agreement and the application of that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arvinas, Inc.), Registration Rights Agreement (Arvinas Holding Company, LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware, and, to the maximum extent possible, in such manner as to comply with all the terms and conditions of the Partnership Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Partnership Agreement

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws law of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should any provision provisions of this Agreement by held be determined by a court of law to be illegal illegal, invalid or unenforceable, the other legality, validity and enforceability of the remaining provisions of this Agreement shall nevertheless remain effective and shall remain enforceablenot be affected or impaired thereby.

Appears in 1 contract

Samples: Employment Agreement (Orchid Biosciences Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Orion Acquisition Corp Ii)

Governing Law; Severability. This Agreement shall be governed by construed and construed interpreted in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to the principles of conflicts of law pertaining to conflicts of lawthereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Stock Option Agreement (Palvella Therapeutics, Inc.)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Yankee Finance, Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws Laws of the State state of Delaware excluding that body of law pertaining Delaware, without regard to any applicable conflicts of lawLaws. Should any provision The provisions of this Agreement be determined by a court are severable and the invalidity of law to be illegal one or unenforceable, more of the provisions herein shall not have any effect upon the validity or enforceability of any other provisions shall nevertheless remain effective and shall remain enforceableprovision.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanara MedTech Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining without regard to any conflicts of law. Should If it is determined by a court of competent jurisdiction that any provision of this Agreement is prohibited or invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Convergence, LLC)

Governing Law; Severability. This Agreement shall be governed by by, construed, and construed enforced in accordance with the internal laws of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should any provision clause, section or part of this Agreement be determined by a court of law held or declared to be void or illegal for any reason, all other clauses, sections or unenforceable, the other provisions parts of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Investment Agreement (Daleen Technologies Inc)

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Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware excluding and, to the maximum extent possible, in such manner as to comply with all the provisions of the Delaware Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atlantic City Electric Transition Funding LLC)

Governing Law; Severability. This Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal or unenforceablesuch invalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Rsa Security Inc/De/)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with --------------------------- the laws of the State of Delaware excluding that body and construed in accordance therewith without giving effect to principles of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceablelaws.

Appears in 1 contract

Samples: Exercise Notice and Share Repurchase Agreement (First Data Corp)

Governing Law; Severability. This Agreement shall be governed by and shall be construed in accordance with the laws law of the State of Delaware Delaware, excluding any conflict-of- laws rule or principle that body might refer the governance or the construction of this Agreement to the law pertaining to conflicts of lawanother jurisdiction. Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any Person or unenforceablecircumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other provisions Persons or circumstances shall nevertheless remain effective not be affected thereby and such provision shall remain enforceablebe enforced to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Scotia Pacific Co LLC)

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body Delaware, without regard to the conflicts of law pertaining to conflicts of lawprinciples thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. In the event the corporation re-establishes its state of incorporation, the laws of such state shall apply.

Appears in 1 contract

Samples: Stock Option Agreement (ICC Worldwide, Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware excluding that body without giving effect to any choice of law pertaining to conflicts or conflict of lawlaw provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Should any provision clause, section or part of this Agreement be determined by a court of law held or declared to be void or illegal for any reason, all other clauses, sections or unenforceable, the other provisions parts of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Next Generation Network Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body without reference to the conflict of law pertaining to conflicts of lawlaws provisions thereof. Should If any provision of this Agreement be determined by a court of law is found to be illegal illegal, unenforceable or unenforceablecontrary to applicable law, such provision shall be deemed ineffective without invalidating the other remaining provisions shall nevertheless remain effective hereof and shall remain enforceablethis Agreement may be reformed giving the effect to the greatest extent possible to the intentions of the parties as reflected by the ineffective provision.

Appears in 1 contract

Samples: Dealer Program Agreement

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State state of Delaware excluding Delaware. In the event that body of law pertaining to conflicts of law. Should any provision herein is held to be invalid, void or illegal by any court of competent jurisdiction, the remaining provisions of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceablein full force and effect and this Agreement shall be construed reasonably to preserve the original intent of the Parties hereto insofar as practical.

Appears in 1 contract

Samples: Management Services Agreement (Pacific DataVision, Inc.)

Governing Law; Severability. This Agreement shall is governed and will be governed by and construed in accordance with the laws of the State of Delaware Delaware, excluding any conflict of laws rule or principal that body might refer the governance or the construction of this Agreement to the law pertaining to conflicts of lawanother jurisdiction. Should If any provision of this Agreement be determined by a court of law or its application to be illegal any person or unenforceablecircumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other provisions shall nevertheless remain effective persons or circumstances will not be affected thereby, and shall remain enforceablesuch provision will be enforced to the greatest extent permitted by law.

Appears in 1 contract

Samples: Reorganization Agreement (Dynamic Offshore Resources, Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body without giving effect to any choice of law pertaining to conflicts or conflict of lawlaw provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Should any provision clause, section or part of this Agreement be determined by a court of law held or declared to be void or illegal for any reason, all other clauses, sections or unenforceable, the other provisions parts of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Membership Purchase Agreement (PHC Inc /Ma/)

Governing Law; Severability. This Agreement shall be governed by and construed and enforced in accordance with the laws and decisions of the State of Delaware excluding that body applicable to contracts made and to be performed therein without giving effect to the principals of law pertaining conflict of laws. In addition to conflicts the provisions of law. Should 5.03 above, the invalidity or unenforceability of any other provision of this Agreement be determined by a court Agreement, or the application thereof to any balance of law to be illegal or unenforceablethis Agreement, the other provisions shall nevertheless remain effective and which shall remain enforceablein full force and effect, or the application thereof to other persons and circumstances.

Appears in 1 contract

Samples: Employment Agreement (Nugget Exploration Inc)

Governing Law; Severability. This Agreement shall be is governed by and shall be construed in accordance with the laws of the State of Delaware (excluding that body of law pertaining to conflicts of lawits conflict-of-laws rules). Should If any provision of this Agreement be determined by a court of law or the application thereof to be illegal any Person or unenforceablecircumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other provisions Persons or circumstances is not affected thereby and that provision shall nevertheless remain effective and shall remain enforceablebe enforced to the greatest extent permitted by applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to the conflict of law pertaining rules thereof, and, to conflicts the maximum extent possible, in such manner as to comply with all the terms and conditions of lawthe Delaware Act. Should If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only in such jurisdiction and only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Third Coast Midstream, LLC)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware, and, to the maximum extent possible, in such manner as to comply with the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Solutia Inc)

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body of law pertaining without regard to conflicts of lawlaws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Share Transfer Agreement (Thompson Anthony W)

Governing Law; Severability. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts conflict of lawlaws. Should If any provision of this Letter Agreement be determined by a court of law for any reason found to be illegal or unenforceable, the other provisions remainder of this Letter Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Change of Control Agreement (Liquidmetal Technologies Inc)

Governing Law; Severability. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should If any provision of this Agreement be determined by a court of law to be is or becomes invalid, illegal or unenforceableenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other provisions respects, shall nevertheless remain effective and shall remain enforceablenot be affected thereby.

Appears in 1 contract

Samples: Note Purchase Agreement (Magellan Midstream Partners Lp)

Governing Law; Severability. This Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, without regard to conflict of law pertaining to conflicts of lawlaws principles. Should If any provision of this Agreement be is determined by a an arbitrator or court of law competent jurisdiction to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions shall nevertheless will remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Conversion Agreement (Sentinel Energy Services Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware excluding that body Delaware. If any provision shall be held prohibited or invalid under applicable law, such provision shall be ineffective to the extent of law pertaining to conflicts of law. Should such prohibition or invalidity without invalidating any other provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceableAgreement.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Remark Holdings, Inc.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, and, to the maximum extent possible, in such manner as to comply with all the provisions of the Delaware excluding Act. If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision shall be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement

Governing Law; Severability. This Agreement shall be governed by administered, interpreted and construed in accordance with enforced under the laws of the State of Delaware excluding that body of law pertaining without regard to conflicts of lawlaws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Capitalized terms used in this Exhibit B and not defined below shall have the meanings given to them in the Agreement to which this Exhibit B is attached.

Appears in 1 contract

Samples: Performance Cash Award Agreement (Leap Wireless International Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the The laws of the State of Delaware excluding shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that body might be applied under principles of law pertaining to conflicts of lawlaws. Should any provision of this Agreement be determined by a court of law law, or by an arbitrator pursuant to Section 6.13, to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Stock Option Agreement (William Lyon Homes)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State Sate of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Acquisition Agreement (New World Coffee & Bagels Inc /)

Governing Law; Severability. This The Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware excluding (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act If it is determined by a court of competent jurisdiction that body of law pertaining to conflicts of law. Should any provision of this Agreement is invalid under applicable law, such provision will be determined by a court ineffective only to the extent of law to be illegal such prohibition or unenforceableinvalidity, without invalidating the other provisions shall nevertheless remain effective and shall remain enforceableremainder of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with according to the laws of the State of Delaware excluding that body of law pertaining Delaware, without regard to conflicts of lawlaws rules. Should If any provision of this Agreement be determined is found by a court of law competent jurisdiction to be illegal or unenforceable, that provision shall be severed, and the other provisions remainder of this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Scientific Advisory Board Consulting Agreement (Avantor, Inc.)

Governing Law; Severability. This Agreement shall be is governed by and construed in accordance with the internal substantive laws of but not the State of Delaware excluding that body choice of law pertaining to conflicts rules, of lawDelaware. Should In the event that any provision of this Agreement be determined hereof becomes or is declared by a court of law competent jurisdiction to be illegal illegal, unenforceable or unenforceablevoid, the other provisions this Agreement shall nevertheless remain effective continue in full force and shall remain enforceableeffect.

Appears in 1 contract

Samples: Stock Grant Agreement (API Technologies Corp.)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, excluding that body of law pertaining to conflicts conflict of lawlaws. Should If any provision of this Agreement be determined by a court of law is found to be invalid, illegal or unenforceableunenforceable in any respect, such provision will be enforced to the other maximum extent possible and the remaining provisions shall nevertheless remain effective and shall remain enforceableof this Agreement will continue unaffected.

Appears in 1 contract

Samples: Stockholders Agreement (Broadcast Com Inc)

Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body Delaware, notwithstanding the conflicts of law pertaining principles of any jurisdiction to conflicts of lawthe contrary. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Appears in 1 contract

Samples: Option Exercise and Stock Purchase Agreement (GMS Inc.)

Governing Law; Severability. This Agreement shall be governed by construed and construed enforced in accordance with the internal laws of the State of Delaware excluding that body of law pertaining to conflicts of lawDelaware. Should If any provision of this Agreement be is determined by a any court of law competent jurisdiction or arbitrator to be invalid, illegal or unenforceableunenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability or, if that is not possible, such provision shall to the other extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions shall nevertheless remain effective and of this Agreement shall remain enforceablein effect.

Appears in 1 contract

Samples: LLC Operating Agreement

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