Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 166 contracts
Samples: Agreement and Plan of Merger (Tailwind Acquisition Corp.), Sale and Purchase Agreement, Stock Purchase Agreement (Kenon Holdings Ltd.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 82 contracts
Samples: Stock Purchase Agreement, Registration Rights Agreement (Digital Recorders Inc), Registration Rights Agreement (Enterprise Products Partners L P)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleherefrom.
Appears in 81 contracts
Samples: Stock Option Agreement (Corvex Management LP), Stock Purchase Agreement (Corvex Management LP), Membership Interest Purchase Agreement (Red Rock Resorts, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 51 contracts
Samples: Membership Interest Purchase Agreement (Global Tech Industries Group, Inc.), Membership Interest Purchase Agreement (Global Tech Industries Group, Inc.), Membership Interest Purchase Agreement (Global Tech Industries Group, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 23 contracts
Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (Macquarie Infrastructure Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected therebylaw, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and the parties hereto shall cooperate in good faith to formulate and implement such provision.
Appears in 18 contracts
Samples: Registration Rights Agreement, Stock Purchase Agreement (Chiesi Farmaceutici SpA), Registration Rights Agreement (NXP Semiconductors N.V.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 17 contracts
Samples: Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Fleming Robert Inc / Da), Registration Rights Agreement (Impax Laboratories Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 16 contracts
Samples: Contribution Agreement, Purchase Agreement (Advanced Accessory Holdings Corp), Agreement and Plan of Merger (Business Objects S.A.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 14 contracts
Samples: Membership Interests Purchase Agreement (Cig Wireless Corp.), Loan Agreement (Phone1globalwide Inc), Loan Agreement (Phone1globalwide Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 13 contracts
Samples: Asset Purchase Agreement (SBS Technologies Inc), Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Adam Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 11 contracts
Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP), Membership Interest Purchase Agreement (New Jersey Resources Corp), Purchase and Sale Agreement (Kirby Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 9 contracts
Samples: Business Combination Agreement (In Focus Systems Inc), Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Party will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 7 contracts
Samples: Equity Interest Purchase Agreement (Fortegra Group, LLC), Equity Interest Purchase Agreement (Fortegra Group, LLC), Equity Interest Purchase Agreement (Tiptree Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible for such provision to be legal, valid and enforceable.
Appears in 7 contracts
Samples: Contribution Agreement (NextEra Energy Partners, LP), Membership Interest Purchase Agreement (NextEra Energy Partners, LP), Purchase and Sale Agreement (NextEra Energy Partners, LP)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully full severable, (b) this Agreement will be construed constituted and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 6 contracts
Samples: Services Agreement (Cancer Therapeutics Inc), Services Agreement (Cancer Therapeutics Inc), Services Agreement (Cancer Therapeutics Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of the court holding such provision to be illegal, invalid or unenforceable provision, there will be added automatically may in lieu of such provision add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleit deems appropriate.
Appears in 6 contracts
Samples: Market Participant Service Agreement, Market Participant Service Agreement, Market Participant Service Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised composed a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 6 contracts
Samples: Executive Services Agreement (Film Department Holdings, Inc.), Executive Services Agreement (Film Department Holdings, Inc.), Executive Services Agreement (Film Department Holdings, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Commtouch Software LTD), Asset Purchase Agreement (Standard Register Co), Sale Agreement (Sirna Therapeutics Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Parent or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Administrative Services Agreement (Arm Financial Group Inc), Investment Services Agreement (SBM Certificate Co), Administrative Services Agreement (Arm Financial Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Stock Purchase Agreement (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. [signature page follows]
Appears in 5 contracts
Samples: Amended and Restated Transition Services Agreement (Era Group Inc.), Amended and Restated Transition Services Agreement (Era Group Inc.), Amended and Restated Transition Services Agreement (Era Group Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Sale and Purchase Agreement (Ormat Technologies, Inc.), Prepayment and Settlement Allocation Agreement (Wellcare Health Plans, Inc.), Sale and Purchase Agreement (Brady Power Partners)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Growlife, Inc.), Registration Rights Agreement (Gni Group Inc /De/), Registration Rights Agreement (Analog Acquisition Corp)
Invalid Provisions. If any provision of this Agreement is held to be ------------------ illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Merger Agreement And (Source Media Inc), Asset Purchase Agreement (Pepsi Cola Puerto Rico Bottling Co), Contract Rights Release Agreement (Pepsi Cola Puerto Rico Bottling Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Advisor or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Investment Management Agreement (Arm Financial Group Inc), Investment Services Agreement (Arm Financial Group Inc), Investment Services Agreement (Arm Financial Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms economic and legal effect to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Silverstar Holdings LTD), Agreement and Plan of Reorganization (Archibald Candy Corp), Agreement and Plan of Reorganization (Packeteer Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.), Business Separation Agreement, Membership Interest Purchase Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: 4 Asset Purchase Agreement (Ditech Communications Corp), Asset Purchase Agreement (Gsi Technology Inc), Asset Purchase Agreement (Adaptec Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future Law, and if the rights or obligations of any either party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Agreement, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: International Collaboration Agreement (Warner Lambert Co), Collaboration Agreement (Warner Lambert Co), International License Agreement (Warner Lambert Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Rhino Resource Partners LP), Member Representative Escrow Agreement (Rhino Resource Partners LP), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Limited Liability Company Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.), Asset Purchase Agreement (Global Axcess Corp), Agreement and Plan of Merger (Headwaters Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. [signature page follows]
Appears in 4 contracts
Samples: Transition Services Agreement (Seacor Holdings Inc /New/), Transition Services Agreement (Seacor Holdings Inc /New/), Transition Services Agreement (SEACOR Marine Holdings Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Standard Management Corp), Membership Interest Purchase Agreement (Progenics Pharmaceuticals Inc), Asset Purchase Agreement (Harbin Electric, Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Assignment and Assumption Agreement (Espeed Inc), Assignment and Assumption Agreement (Espeed Inc), Assignment and Assumption Agreement (Espeed Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Share Purchase Agreement (Pxre Group LTD), Share Purchase Agreement (Pxre Group LTD), Share Purchase Agreement (Pxre Group LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleherefrom.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Amcon Distributing Co), Asset Purchase Agreement (Inergy L P), Asset Purchase Agreement (RGC Resources Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, public policy or order, and if the rights or obligations of any party hereto under this Agreement Agreement, and the economic or legal substance of the transactions contemplated hereby, will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) herefrom. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of good faith to modify this Agreement a legal, valid and enforceable provision so as similar to effect the original intent of the parties as closely as possible in terms an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to such illegal, invalid or unenforceable provision as may be the greatest extent possible.
Appears in 4 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Inprise Corp), Merger Agreement (Inprise Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (bby) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Investment Agreement (Recovery Equity Investors Ii Lp), Registration Rights Agreement (Chadmoore Wireless Group Inc), Registration Rights Agreement (Moore Robert W/Nv)
Invalid Provisions. If any provision of this Agreement is held to be illegalillegal invalid, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Parent or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Administrative Services Agreement (SBM Certificate Co), Administrative Services Agreement (SBM Certificate Co), Administrative Services Agreement (SBM Certificate Co)
Invalid Provisions. If any provision of this Services Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Services Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Services Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Services Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Services Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Services Agreement (Rentech Inc /Co/), Operating Agreement (Cotelligent Inc), Operating Agreement (Cotelligent Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Share Purchase and Shareholder Agreement (Stratus Technologies Bermuda Holdings Ltd.), Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Option Agreement (HNR Acquisition Corp.), Option Agreement (HNR Acquisition Corp.), Asset Purchase Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the Employee or the Company under this Agreement will would not be materially and adversely affected thereby, (a) such provision will provisions shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision provisions had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Employment Agreement (CCM Manufacturing Technologies Inc), Employment Agreement (CCM Manufacturing Technologies Inc), Employment Agreement (CCM Manufacturing Technologies Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ubiquity, Inc.), Registration Rights Agreement (Ubiquity, Inc.), Asset Purchase Agreement (Skymall Inc)
Invalid Provisions. If any provision of this Agreement is held ------------------ to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Option and Rofr Agreement (Micrografx Inc), Uih Management Services Agreement (United Pan Europe Communications Nv), Uih Management Services Agreement (United Pan Europe Communications Nv)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will shall not be materially and adversely affected thereby, thereby (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Monitoring and Oversight Agreement (S&c Resale Co), Financial Advisory Agreement (Regency Energy Partners LP), Financial Advisory Agreement (S&c Resale Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, law and if the rights or obligations of any party hereto under this Agreement of Seller and Purchaser will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Primark Corp), Stock Purchase Agreement (Hedstrom Holdings Inc), Membership Interest Purchase Agreement (Sodak Gaming Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: www.sec.gov, Agreement (Memec Inc), Exchange Agreement (Inveresk Research Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Employment Agreement (Group Technologies Corp), Employment Agreement (Group Technologies Corp), Special Bonus Agreement (Group Technologies Corp)
Invalid Provisions. If any provision of this Investment Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Investment Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Investment Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Investment Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Investment Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD)
Invalid Provisions. If any provision of this Agreement is held ------------------ to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Share Purchase Agreement (Asiainfo Holdings Inc), Stock Purchase Agreement (American Power Conversion Corporation), Asset Purchase Agreement (Procyte Corp /Wa/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Euroseas Ltd.), Agreement Regarding Vessel Opportunities (Euroseas Ltd.), Agreement (Ez Em Inc)
Invalid Provisions. If any provision of this Agreement is ------------------ held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Amended And (Amax Gold Inc), Asset Purchase Agreement (Radiant Systems Inc), Stock and Asset Purchase Agreement (U S a Floral Products Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations under this Agreement of any party hereto under this Agreement will not be materially and adversely affected therebyaffected, (ai) such provision will be fully severable, ; (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, of this Agreement; (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement; and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Investment Advisory Agreement, Investment Advisory Agreement (LendingClub Corp), Investment Advisory Agreement (LendingClub Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Purchase And (East Coast Power LLC), Acquisition Agreement (Healthplan Services Corp), Subscription and Asset Contribution Agreement (Healthplan Services Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions provisions, of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Burnham Corp), Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Bryan Steam Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaws, and if the rights or obligations of any party hereto Seller or Buyer under this Agreement will not be materially and adversely affected thereby, thereby (a) such provision provisions will be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, hereof (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Master Loan Participation and Custodian Agreement (Finet Com Inc), Master Loan Participation and Custodian Agreement (Finet Com Inc)
Invalid Provisions. If any provision of this Agreement Lease is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Lease will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement Lease will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement Lease will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Lease a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Letter Agreement (Westwood One Inc /De/), Westwood One Inc /De/
Invalid Provisions. If any provision of this Agreement is held to be ------------------ illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision provisions will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision provisions as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Registration Rights Agreement (DST Systems Inc), Registration Rights Agreement (Argyros George L)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Registration Rights Agreement (Inveresk Research Group Inc), Exchange Agreement (Inveresk Research Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Phibro Animal Health Corp), Stock Purchase Agreement (Phibro Animal Health Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of the Selling Parties (or the Company before the Closing) on the one hand and Parent or Merger Sub (or the Surviving Company after the Closing) on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gleacher & Company, Inc.), Agreement and Plan of Merger (Broadpoint Securities Group, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party part)/ hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as provisions similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Realty Capital Properties, Inc.), Securities Purchase Agreement (American Realty Capital Properties, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLaws, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Preformed Line Products Co), Agreement and Plan of Merger (Optical Cable Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable unenforceable, under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ace LTD), Stock Purchase Agreement (James River Group, INC)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected therebyLaws, (a) such the provision will be fully severable, (b) this Agreement will be construed and enforced as if such the illegal, invalid or unenforceable provision had never comprised a part hereofof this Agreement, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement, and (d) in lieu of such the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such the illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Avon Products Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Escrow Agreement (Rafaella Apparel Group,inc.), Escrow Agreement (Perry Ellis International Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaws, and if the rights or obligations of any party hereto Borrower or Lender under this Agreement will not be materially and adversely affected thereby, thereby (a) such provision provisions will be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement, Warehousing Credit and Security Agreement (Cohen & Co Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLegal Requirement, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Identiv, Inc.), Agreement and Plan of Merger (Identiv, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Criteo S.A.), Merger Agreement And (Cimatron LTD)
Invalid Provisions. If any provision of this Agreement (other than Section 5.1 or Article VI of this Agreement or any part or provision thereof) is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of the Company on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Purchase Agreement (Bruker Axs Inc), Purchase Agreement (Bruker Axs Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Broadcom Corp), Asset Purchase Agreement (Advanced Micro Devices Inc)
Invalid Provisions. If Subject to Section 8.6(f), if any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lin Television Corp), Stock Purchase Agreement (LIN Media LLC)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the Parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Transition Services Agreement, Transition Services Agreement (Armstrong Flooring, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Xspand Products Lab, Inc.), Membership Interest Purchase Agreement (Atlantic Power Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stockholders Agreement (Stillwater Mining Co /De/), Stockholders Agreement (Stillwater Mining Co /De/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. 9.10
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chemi Trol Chemical Co), Agreement and Plan of Merger (Chemi Trol Chemical Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be affected materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement by mutual agreement of the parties, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Asset Purchase Agreement (First Horizon Pharmaceutical Corp), Asset Purchase Agreement (First Horizon Pharmaceutical Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Connecture Inc), Stock Purchase Agreement (Connecture Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/), Transition Services Agreement (Era Group Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected therebylaw, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and the parties hereto shall cooperate in good faith to formulate and implement such provision.
Appears in 2 contracts
Samples: Offer and Stockholder Support Agreement (Sembcorp Utilities Pte Ltd.), Offer and Stockholder Support Agreement (Cascal N.V.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Duke Energy Progress, Inc.), Purchase and Sale Agreement (Dynegy Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Operating Agreement (ALST Casino Holdco, LLC), Operating Agreement (ALST Casino Holdco, LLC)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the Executive or the Company under this Agreement will would not be materially and adversely affected thereby, (a) such provision will provisions shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision provisions had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Employment Agreement (Refocus Group Inc), Cox Employment Agreement (Refocus Group Inc)
Invalid Provisions. If any provision provisions of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLegal Requirement, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Laroche Industries Inc), Stock Purchase Agreement (Laroche Industries Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of the court holding such provision to be illegal, invalid or unenforceable provision, there will be added automatically may in lieu of such provision add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleit deems appropriate.
Appears in 2 contracts
Samples: Attachment O, Attachment O
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or or ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 41 of 45 unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Agreement (Angiodynamics Inc)
Invalid Provisions. If any provision of this Agreement is held to be ------------------ illegal, invalid or unenforceable under any present or future Lawlaws effective during the term hereof, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this . This Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) ; and the remaining PLAN AND AGREEMENT OF MERGER - Page 16 ---------------------------- provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, provision there will shall be added automatically as part hereof a part of this Agreement a legal, valid and enforceable provision as similar in terms to terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possiblepossible and be legal, valid and enforceable.
Appears in 1 contract
Samples: Plan and Agreement (Communications World International Inc)
Invalid Provisions. If any provision of this Agreement Amendment is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Amendment will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement Amendment will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement Amendment will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Amendment a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement (including, without limitation, any provision relating to the activities covered by, or time period of, the covenants contained in Section 2 of this Agreement) is held to be illegal, invalid or unenforceable under any present or future Lawlaws effective during the term hereof, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) ; this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) ; and the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and be legal, valid and enforceable.
Appears in 1 contract
Samples: Non Competition Agreement (Prime Medical Services Inc /Tx/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.. \\4141-5696-8778 v37
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such the provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such the illegal, invalid invalid, or unenforceable provision had never comprised a part hereofpart, (c) the remaining provisions of this Agreement will shall remain in full force and effect effect, and will shall not be affected by the illegal, invalid or unenforceable provision (or by its severance herefrom severance), and (d) in lieu of such the illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such the illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)
Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid or unenforceable under any present or future Law, by the final judgment of a court of competent jurisdiction or other Governmental or Regulatory Authority and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) such court or other Governmental or Regulatory Authority shall have the power to add, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms that comes closest to expressing the intention of such illegal, invalid or unenforceable provision as may be possibleprovision.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Harvey Entertainment Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, then (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. [Signature Page Follows]
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Noble Midstream Partners LP)
