No Severability. If any provision of this Amendment is held to be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate the entire Amendment (unless such construction would be unreasonable), and this Amendment shall be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party construed and enforced accordingly; provided, however, the Parties agree that, it would be unreasonable to not invalidate the entire Amendment if, among other things, one (1) or more portions of Section 1(a) were held to be invalid or unenforceable. If any provision of this Amendment is held to be invalid or unenforceable under Applicable Law, and it would be unreasonable to not invalidate the entire Amendment, the Parties shall negotiate in good faith respecting an amendment hereto that would preserve, to the fullest extent possible, the respective benefits and burdens imposed on each Party under this Amendment as originally executed. In the event, and only in the event, that the Parties are unable to agree on the terms of such amendment within forty five (45) days after such declaration of invalidity or unenforceability, then either Party, on written notice, may terminate its obligations contained in this Amendment in the state(s) or jurisdiction(s) in which such invalidity or unenforceability occurs only, in which event this Amendment shall thereafter be of no force and effect within such affected jurisdiction(s); in such case, effective from and after the date of receipt of the foregoing notice (without the need for any further action such as an amendment of the affected Interconnection Agreement(s)), the provisions, if any, under Applicable Law shall apply to the subject matter of this Amendment in the affected jurisdiction(s).
Appears in 5 contracts
Samples: Interconnection Agreements, Agreement, Interconnection Agreements
