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 169 contracts
Samples: Merger Agreement (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: Annual Report, Affiliation Agreement (Westwood One Inc /De/), Registration Rights Agreement (Paragon Shipping 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, 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 (Fleming Robert Inc / Da), Stock Purchase Agreement (Hudson Technologies Inc /Ny), Registration Rights Agreement (Caliber Learning Network 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, 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 16 contracts
Samples: Registration Rights Agreement (Cyberkinetics Neurotechnology Systems, Inc.), Registration Rights Agreement (Viskase Companies Inc), Interest Purchase Agreement (Shea Development 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, (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, Merger Agreement (Business Objects S.A.), Merger Agreement (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, (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, 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 15 contracts
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc), Asset Purchase Agreement (Gaiam Inc), Asset Purchase Agreement (Lime Energy 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, (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: Limited Liability Company 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), Merger Agreement (Adam Inc), Contribution Agreement (Itron Inc /Wa/)
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 12 contracts
Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP), Purchase and Sale Agreement (Summit Midstream Partners, LP), Membership Interest Purchase Agreement (New Jersey Resources 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 11 contracts
Samples: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Chemgenex Pharmaceuticals LTD), Business Combination Agreement (In Focus Systems 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 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 invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party the parties hereto under this Agreement will not be materially and adversely affected thereby, (a1) such provision will shall be fully severable, ; (b2) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; and (c3) 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 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 7 contracts
Samples: Coinsurance Agreement (Allstate Life Insurance Co), Coinsurance and Modified Coinsurance Agreement (Allstate Life Insurance Co), Reinsurance Agreement (Allstate Life Insurance 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, (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 6 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 (Execute Sports 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 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), Sale Agreement (Sirna Therapeutics Inc), Asset Purchase Agreement (Standard Register Co)
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.), Employment 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 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) Purchaser and Sellers shall negotiate an equitable adjustment in lieu the provisions of such illegalthe Agreement with a view toward effecting the purposes of the Agreement, invalid and the validity and enforceability of the remaining provisions, or unenforceable provisionportions or applications thereof, there will shall not 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 possibleaffected thereby.
Appears in 5 contracts
Samples: Purchase Agreement (Dynegy Holdings Inc), Purchase Agreement (Duke Power CO LLC), Purchase Agreement (Sierra Pacific Resources /Nv/)
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 (Sciquest Com Inc), Merger Agreement (Source Media Inc), 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 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 (SBM Certificate Co), Administrative Services Agreement (Arm Financial Group Inc), 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 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.), Sale and Purchase Agreement (Brady Power Partners), Prepayment and Settlement Allocation Agreement (Wellcare Health Plans, 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 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 Management 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 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: Transition Services Agreement (Era Group Inc.), Transition Services Agreement (Era Group Inc.), 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 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 (Allied Digital Technologies 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 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: Merger Agreement (Ebix Inc), Merger Agreement (Ebix Inc), Stock Purchase Agreement (Ebix 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 Co Promotion Agreement (Warner Lambert Co), International 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 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: Asset Purchase Agreement (Gsi Technology Inc), Asset Purchase Agreement (Ditech Communications Corp), Asset Purchase Agreement (Zix 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 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, ; 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: Stock Purchase Agreement, Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group 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 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: Membership Interest Purchase Agreement (Progenics Pharmaceuticals Inc), Asset Purchase Agreement (Harbin Electric, Inc), Asset Purchase Agreement (Standard Management 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 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 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), Merger Agreement (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 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: Stock Purchase Agreement (Lsi Logic Corp), Agreement and Plan of Reorganization (Packeteer Inc), Asset Purchase Agreement (Silverstar Holdings LTD)
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 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), Merger Agreement (Rhino Resource Partners LP), Merger Agreement (Angiotech Pharmaceuticals 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), Debenture Purchase Agreement (Aphton 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, ; 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 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 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: Agreement Relating to Certain Deep Discount Bonds, Agreement Relating to Certain Deep Discount Bonds Issued by Memec Holdings Limited (Memec Inc), Exchange Agreement (Inveresk Research Group Inc)
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 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 3 contracts
Samples: Stock Purchase Agreement (Xspand Products Lab, Inc.), Membership Interest Purchase Agreement (TerraForm Power, 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, (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: Registration Rights Agreement (Chadmoore Wireless Group Inc), Registration Rights Agreement (Moore Robert W/Nv), Investment Agreement (Recovery Equity Investors Ii Lp)
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: Stock Purchase Agreement (American Power Conversion Corporation), Asset Purchase Agreement (Procyte Corp /Wa/), Share Purchase Agreement (Asiainfo Holdings Inc)
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 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.), Consulting 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 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: Merger Agreement (Bryan Steam Corp), Merger Agreement (Bryan Steam Corp), Merger Agreement (Burnham 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 each 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 hereofof this Agreement, (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) from this Agreement, and, 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: Purchase and Sale Agreement (Oneok Inc /New/), Membership Interest Purchase Agreement (Kinetik Holdings Inc.), Membership Interest Purchase Agreement (Delek Logistics 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 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 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: Acquisition Agreement (Healthplan Services Corp), Purchase and Sale Agreement (East Coast Power LLC), 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 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.), Merger Agreement (Kana Communications Inc), Merger Agreement (Kana Communications 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: Stock and Asset Purchase Agreement (U S a Floral Products Inc), Asset Purchase Agreement (Radiant Systems Inc), Agreement and Plan of Reorganization (Amax Gold 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 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 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: Operating Agreement (Cotelligent Inc), Operating Agreement (Cotelligent Inc), Services Agreement (Rentech Inc /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 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 (S&c Resale Co), Financial Advisory Agreement (Regency 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 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: Management Services Agreement (United Pan Europe Communications Nv), Management Services Agreement (United Pan Europe Communications Nv), Call Option and Rofr Agreement (Micrografx 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 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: Master Agreement (Westwood One Inc /De/), Lease (Westwood One Inc /De/)
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), Employment Agreement (Refocus 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 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 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 (Advanced Micro Devices Inc), Asset Purchase Agreement (Broadcom 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 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 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: Shareholder 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 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 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 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 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, ; and (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 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 2 contracts
Samples: Membership Interests Purchase Agreement, Membership Interest Purchase 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 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 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 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: Merger Agreement (Seacor Holdings Inc /New/), Transition Services Agreement (Era 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 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 (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 2 contracts
Samples: Non Competition Agreement (Prime Medical Services Inc /Tx/), Non Competition Agreement (Prime Medical Services Inc /Tx/)
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: Merger Agreement (Criteo S.A.), Merger Agreement (Cimatron LTD)
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: Merger Agreement (Preformed Line Products Co), Merger Agreement (Optical Cable Corp)
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: Merger Agreement (Identiv, Inc.), Merger Agreement (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 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) Purchaser and Seller shall negotiate an equitable adjustment in lieu the provisions of such illegalthe Agreement with a view toward effecting the purposes of the Agreement, invalid and the validity and enforceability of the remaining provisions, or unenforceable provisionportions or applications thereof, there will shall not 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 possibleaffected thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Duke Energy Progress, Inc.), Asset Purchase Agreement
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 LawApplicable Law or Order, 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, and (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the any such 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 2 contracts
Samples: Asset Purchase Agreement (Vlasic Foods International Inc), Asset Purchase Agreement (Vlasic Foods International 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 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 (Argyros George L), Registration Rights Agreement (DST Systems 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 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 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 possibletherefrom.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Mortgage Professionals Lead Source Inc), Reverse Acquisition Agreement (Travel Dynamics 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, 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 2 contracts
Samples: Asset Purchase Agreement (Fortress Group Inc), Asset Transfer Agreement (Transamerican Refining 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 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 Lawlaw, and if the rights or obligations of any party hereto Member 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, and (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 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 2 contracts
Samples: Operating Agreement (OCM HoldCo, LLC), Operating Agreement (OCM HoldCo, LLC)
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 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, and (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 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 2 contracts
Samples: Share Purchase Agreement (Qualcomm Inc/De), Series a Preferred Share Purchase Agreement (Yingli Green Energy Holding Co 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 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: Tender Offer and Stockholder Support Agreement (Sembcorp Utilities Pte Ltd.), Tender Offer and Stockholder Support Agreement (Cascal N.V.)
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 of Consignor, on the one hand, and Consignee, on the other hand, 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 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: Consignment Agreement, Consignment Agreement (Timco Aviation Services 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: 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 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: Merger Agreement (Gleacher & Company, Inc.), Merger Agreement (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 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 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 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) Purchaser and Seller shall negotiate an equitable adjustment in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part the provisions of this Agreement with a legalview toward effecting the purposes of this Agreement, valid and enforceable provision as similar in terms to such illegalthe validity and enforceability of the remaining provisions, invalid or unenforceable provision as may portions or applications thereof, shall not be possible.affected thereby.β
Appears in 2 contracts
Samples: Build Transfer Agreement, Transfer Agreement
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 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: Asset Purchase Agreement (Rafaella Apparel Group,inc.), Asset Purchase 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 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/)
