Common use of Partial Invalidity Clause in Contracts

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 374 contracts

Samples: Loan and Security Agreement (SpartanNash Co), Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)

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Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision was omitted.

Appears in 164 contracts

Samples: Performance Share Unit Award Agreement (Mativ Holdings, Inc.), Restricted Stock Unit Award Agreement (Mativ Holdings, Inc.), Restricted Stock Unit Award Agreement (CDW Corp)

Partial Invalidity. If any provision of this Agreement is or the application thereof to any party or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder of this Agreement or the application of such invalidity provision to the parties or unenforceability circumstances other than those to which it is held invalid or unenforceable, shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and be enforced to the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such fullest extent as shall be permitted by applicable law.

Appears in 59 contracts

Samples: Land and Water Conservation Fund Grant Agreement, Fire Protection Agreement, Programmatic Agreement

Partial Invalidity. If any provision of this Agreement is held or the application thereof to any person or circumstance shall be invalid or unenforceableunenforceable to any extent, the remainder of this Agreement and the application of such invalidity provision to persons or unenforceability circumstances other than those as to which it is held invalid or unenforceable shall not invalidate this Agreement as a wholebe affected thereby, but and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to be fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the rights and obligations original intent of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable provision.

Appears in 57 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement

Partial Invalidity. If any provision of this Agreement is held to be illegal, invalid or unenforceableunenforceable under present or future laws, such invalidity or unenforceability provision shall not invalidate this Agreement as a wholebe fully severable, but and this Agreement shall be construed and enforced as though it did not contain the particular provision held to be if such illegal, invalid or unenforceable and the rights and obligations provision had never comprised a part of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawthis Agreement.

Appears in 24 contracts

Samples: Loan Assumption and Modification Agreement, Loan Assumption and Modification Agreement, Purchase Agreement (Corix Bioscience, Inc.)

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions were omitted.

Appears in 24 contracts

Samples: Asset Purchase Agreement (Diversicare Healthcare Services, Inc.), Asset Purchase Agreement (Diversicare Healthcare Services, Inc.), Asset Purchase Agreement (Diversicare Healthcare Services, Inc.)

Partial Invalidity. If In case any provision one or more of this Agreement is the provisions contained herein shall, for any reason, be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provisions of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision or provisions had never been contained herein.

Appears in 21 contracts

Samples: Asset Purchase Agreement (Lsi Industries Inc), Stock Purchase Agreement (First Financial Bancorp /Oh/), Sale Agreement

Partial Invalidity. If In case any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain if such invalid, illegal, or unenforceable provision had never been contained herein, unless the particular deletion of the provision held of provisions would result in such a material change as to cause completion of the transactions contemplated herein to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunreasonable.

Appears in 14 contracts

Samples: Stock Purchase Agreement (Glucose Health, Inc.), Stock Purchase Agreement (Glucose Health, Inc.), Stock Purchase Agreement (Glucose Health, Inc.)

Partial Invalidity. If In the event one or more of the provisions contained in this Agreement, or any provision portion of this Agreement is any such provisions, shall for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, or any portion of any such provision, but this the Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision, or portion thereof, had never been contained herein.

Appears in 13 contracts

Samples: Executive Severance and Change in Control Agreement (Usa Truck Inc), Noncompete Agreement (Quality Dining Inc), Noncompete Agreement (Priority Healthcare Corp)

Partial Invalidity. If any provision term, covenant or condition of this Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 12 contracts

Samples: Real Estate Purchase Agreement, Real Estate Purchase Agreement (Champion Industries Inc), Purchase Agreement (Corporate Office Properties Trust)

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceablewill not affect the other provisions hereof, such invalidity or unenforceability shall not invalidate and this Agreement as a whole, but this Agreement shall will be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable provisions were omitted. Further, there will be automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawenforceable.

Appears in 12 contracts

Samples: Merger Agreement (Las Vegas Gaming Inc), Merger Agreement (AdLine Network, LLC), Merger Agreement (American Wagering Inc)

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties provisions were omitted. Further, there shall be construed automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and enforced only to such extent as shall be permitted by applicable lawenforceable.

Appears in 12 contracts

Samples: Asset Purchase Agreement (American Hospital Resources Inc), Stock Purchase Agreement (American Homepatient Inc), Asset Purchase Agreement (Capstone Pharmacy Services Inc)

Partial Invalidity. If In the event any provision one or more of the provisions contained in this Agreement is shall be for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity validity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been set forth herein.

Appears in 12 contracts

Samples: Loan Agreement (Farmland Partners Inc.), Term Loan Agreement (Jernigan Capital, Inc.), Term Loan Agreement (Jernigan Capital, Inc.)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the remaining provisions of this Agreement shall be construed as though it did not contain remain in full force and effect and the particular provision held to be invalid or unenforceable and the rights and obligations of the parties provision shall be construed and enforced modified only to such the extent as necessary to render that provision valid and enforceable to the fullest extent permitted by law. If the invalid or unenforceable provision cannot be modified, that provision shall be permitted by applicable lawsevered from the Agreement and all other provisions shall remain valid and enforceable.

Appears in 12 contracts

Samples: Performance Share Award Agreement (Wells Fargo & Company/Mn), Performance Share Award Agreement (Wells Fargo & Company/Mn), Performance Share Award Agreement (Wells Fargo & Company/Mn)

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but effect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions were omitted.

Appears in 11 contracts

Samples: Stock Option Agreement (Aptargroup, Inc.), Stock Option Agreement (CDW Corp), Restricted Stock Unit Award Agreement (Biolase, Inc)

Partial Invalidity. If any Any provision of this Agreement which is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the rights and obligations invalidity or unenforceability of such provision shall not affect the validity or enforceability of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawremaining provisions hereof.

Appears in 11 contracts

Samples: Consulting Agreement, Agreement for Services (Waitlist, LLC), Agreement for Services (Waitlist, LLC)

Partial Invalidity. If any provision of this Agreement is shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 11 contracts

Samples: Secured Loan Agreement (Pennsylvania Real Estate Investment Trust), Loan and Security Agreement (Sjit Inc), Revolving Credit and Term Loan Agreement (Pennsylvania Real Estate Investment Trust)

Partial Invalidity. If any provision of this Agreement is held to be ------------------ invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 11 contracts

Samples: Loan and Security Agreement (Haagen Alexander Properties Inc), Loan and Security Agreement (Cybex International Inc), General Security Agreement (RBX Corp)

Partial Invalidity. If any provision of this Agreement is shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 11 contracts

Samples: Terms of Service Agreement, Online Services Agreement, Managed Services Agreement

Partial Invalidity. If any provision of this Agreement is held to shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this or render the Agreement as a wholeunenforceable, but this rather the Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and provision. However, if such provision is an essential element of this Agreement, the rights and obligations of the parties Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefor.

Appears in 10 contracts

Samples: Master Carrier Agreement (Atg Group Inc), Carrier Services Agreement (Startec Global Communications Corp), Resale Solutions Switched Services Agreement (Midcom Communications Inc)

Partial Invalidity. If any provision or application of this Agreement is held to be invalid unlawful or unenforceableunenforceable in any respect, such invalidity illegality or unenforceability shall not invalidate this Agreement as a wholeeffect other provisions or applications which can be given effect, but and this Agreement shall be construed as though it did not contain if the particular lawful and unenforceable provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawapplication had never been contained hereby or prescribed hereby.

Appears in 10 contracts

Samples: Telemarketing Agent Agreement (Powersource Corp), Master Agent Agreement (Powersource Corp), Telemarketing Agent Agreement (Powersource Corp)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawApplicable Law.

Appears in 9 contracts

Samples: Second Amended and Restated Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.)

Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this the remainder of the Agreement shall continue in full force and effect and shall in no way be construed as though it did not contain impaired or invalidated, and the particular provision held parties agree to be substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the rights intent and obligations economic effect of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawinvalid or unenforceable provision.

Appears in 8 contracts

Samples: License Agreement, License Agreement, Ground Lease Option Agreement

Partial Invalidity. If In the event that any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement shall be construed as though if it did not contain the particular provision held to be invalid never contained any such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions.

Appears in 7 contracts

Samples: Acquisition Agreement (Cassco Capital Corp), Acquisition Agreement (CBQ Inc), Agreement of Purchase (CBQ Inc)

Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it then appears. The total invalidity or unenforceability shall not invalidate of any particular provision of this Agreement as a whole, but will not affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 6 contracts

Samples: Subscription Agreement, License Agreement, Subscription Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid invalid, illegal or unenforceable, such invalidity the invalidity, illegality or unenforceability shall will not invalidate affect any other provision of this Agreement as a whole, but and this Agreement shall will be construed as though it did not contain if the particular invalid, illegal or unenforceable provision held had never been contained herein unless the deletion of the provision would result in such material change to cause the completion of the transactions contemplated herein to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunreasonable.

Appears in 6 contracts

Samples: Option Agreement, Take Up Agreement (Paramount Energy Trust), Take Up Agreement (Paramount Energy Trust)

Partial Invalidity. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or any such terms in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Renovare Environmental, Inc.), Merger Agreement (Siga Technologies Inc), Merger Agreement (Patient Infosystems Inc)

Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable by competent authority, that provision will be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability shall not invalidate of any particular provision of this Agreement as a whole, but will not affect its other provisions and this Agreement shall will be construed in all respects as though it did not contain if the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 5 contracts

Samples: License Agreement, End User License Agreement, End User License Agreement

Partial Invalidity. If any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision herein, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 5 contracts

Samples: Facility Use Agreement, Facility Use and Maintenance Agreement, Facility Use Agreement

Partial Invalidity. If any provision of this Agreement is held to ------------------ be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 5 contracts

Samples: Loan Agreement (RBX Corp), Loan Agreement (RBX Industries Inc), Loan Agreement (RBX Corp)

Partial Invalidity. If In case any provision one or more of this Agreement is the provisions contained herein shall, for any reason, be held to be invalid invalid, illegal or unenforceableunenforceable in any respect which is not material to the transactions contemplated hereunder, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provisions of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision or provisions had never been contained herein.

Appears in 5 contracts

Samples: General Lease, Property Agreement (Barnwell Industries Inc), Purchase and Sale Agreement (Barnwell Industries Inc)

Partial Invalidity. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Appears in 4 contracts

Samples: Escrow Agreement (First of Michigan Capital Corp), Escrow Agreement (First of Michigan Capital Corp), Escrow Agreement (FMCC Acquisition Corp)

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision was omitted.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (TPG RE Finance Trust, Inc.), Award Agreement (TPG RE Finance Trust, Inc.), Reit Grant Agreement (TPG RE Finance Trust, Inc.)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, whole but this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 4 contracts

Samples: Revolving Credit and Loan Agreement (Kos Pharmaceuticals Inc), Revolving Credit and Loan Agreement (Kos Pharmaceuticals Inc), Revolving Credit and Loan Agreement (Kos Pharmaceuticals Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawLaw.

Appears in 3 contracts

Samples: Financing Agreement (Servotronics Inc /De/), Loan and Security Agreement (GTY Technology Holdings Inc.), Secured Debt in Possession Note Purchase Agreement (Trump Entertainment Resorts Funding Inc)

Partial Invalidity. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall the provision will be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Dream Finders Homes, Inc.), Membership Interest Purchase Agreement (Dream Finders Homes, Inc.), Membership Interest Purchase Agreement (Dream Finders Homes, Inc.)

Partial Invalidity. If any provision of this Agreement is invalid or is held to be invalid illegal or unenforceable, then notwithstanding any such invalidity invalidity, illegality, or unenforceability shall not invalidate unenforceablility of such provision, the remainder of this Agreement as a whole, but this Agreement shall will subsist and will be construed in full force and effect as though it did not contain the particular provision held to be invalid such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had been omitted form this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Telecomm Industries Corp), Merger Agreement (Telecomm Industries Corp), Merger Agreement (Telecomm Industries Corp)

Partial Invalidity. If any provision term, covenant or condition of this ------------------ Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 3 contracts

Samples: Contribution Agreement (Prentiss Properties Trust/Md), Contribution Agreement (National Golf Properties Inc), Contribution Agreement (National Golf Properties Inc)

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid or unenforceableunenforceable (either under current law or in the future), such invalidity or unenforceability shall not invalidate or render this Agreement as a wholeunenforceable, but rather this Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and provision. However, if such provision is an essential element of this Agreement, the rights and obligations of the parties Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefore.

Appears in 3 contracts

Samples: Wholesale Master Services Agreement, Wholesale Master Services Agreement (Communications Sales & Leasing, Inc.), Wholesale Master Services Agreement (Communications Sales & Leasing, Inc.)

Partial Invalidity. If In the event that any provision of this Agreement is ------------------ will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid within the limits of applicable law or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawcourt decisions.

Appears in 3 contracts

Samples: Processed Tissue Development and License Agreement (Sulzer Medica Usa Holding Co), Option Agreement (Sulzer Medica Usa Holding Co), International Distribution Agreement (Sulzer Medica Usa Holding Co)

Partial Invalidity. If any provision term, covenant, or condition of this Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall will not invalidate affect any other provision hereof, and this Agreement as a whole, but this Agreement shall will be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 3 contracts

Samples: Purchase Agreement, Real Estate Transfer Agreement, Real Estate Transfer Agreement

Partial Invalidity. If any Any non-material provision of this Agreement agreement that is held to be invalid or unenforceableunenforceable in any jurisdiction will, such as to that jurisdiction, be ineffective to the extent of the invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be without rendering invalid or unenforceable and the rights and obligations remaining provisions of this agreement or affecting the validity or enforceability of any of the provisions of this agreement in any other jurisdiction. The parties shall be construed and enforced only will negotiate in good faith to such extent amend this agreement to replace the unenforceable language with enforceable language which as shall be permitted by applicable lawclosely as possible reflects the intent of the parties.

Appears in 2 contracts

Samples: Trademark Assignment and License Agreement (Embarq CORP), Trademark Assignment and License Agreement (Embarq CORP)

Partial Invalidity. If any provision of this Agreement is held to shall be fully or partly invalid or unenforceable, such invalidity or unenforceability the validity and enforceability of all other provisions shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be affected. The invalid or unenforceable provision shall be substituted by a valid and enforceable provision, which most closely reflects the rights and obligations economic intention of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawParties.

Appears in 2 contracts

Samples: Share Sale and Purchase Agreement (Hill-Rom Holdings, Inc.), Share Sale and Purchase Agreement (Hill-Rom Holdings, Inc.)

Partial Invalidity. If any provision of this Agreement is held adjudged by a court of competent jurisdiction to be invalid invalid, void, or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the parties agree that the remaining provisions of this Agreement shall not be construed as though it did not contain affected thereby and that the particular provision held remainder of this Agreement shall remain valid and enforceable and the parties agree to be attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest possible extent, the economic, legal and the rights and obligations commercial objectives of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawinvalid or unenforceable provision.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Partial Invalidity. If any provision of this Agreement is shall be held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Monro Muffler Brake Inc), Agreement and Plan of Reorganization (Monro Muffler Brake Inc)

Partial Invalidity. If any provision of the terms and conditions or provisions of this Agreement is held are determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be invalid or unenforceablevalid to the fullest extent permitted by law. The illegality, such invalidity or unenforceability of any provision in this Agreement under any law shall not invalidate affect its legality, validity or enforceability under any other law nor the legality, validity or enforceability of any other provisions of this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Appears in 2 contracts

Samples: License Agreement (Kuke Music Holding LTD), License Agreement (Kuke Music Holding LTD)

Partial Invalidity. If In the event that any provision of this Agreement is will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid within the limits of applicable law or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawcourt decisions.

Appears in 2 contracts

Samples: International Distribution Agreement (Tutogen Medical Inc), Umbrella Agreement (Sulzer Medica Usa Holding Co)

Partial Invalidity. If any provision of this Agreement is shall be’ held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Canandaigua National Corp), Asset Purchase Agreement (Canandaigua National Corp)

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid or unenforceable, such invalidity the validity or unenforceability enforceability of the remaining provisions shall not invalidate this Agreement as a wholein any way be affected or impaired thereby, but rather this Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and the rights and obligations provision. However, if such provision is an essential element of this Agreement, the parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefor.

Appears in 2 contracts

Samples: Referral Agency Agreement, Referral Agency Agreement

Partial Invalidity. If In the event that any provision of this Agreement is ------------------ will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid or unenforceable and within the rights and obligations limits of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawlaw or applicable court decisions.

Appears in 2 contracts

Samples: Processed Tissue Development and License Agreement (Sulzer Medica Usa Holding Co), Xenograft Distribution Agreement (Sulzer Medica Usa Holding Co)

Partial Invalidity. If any provision of this Agreement is held or the application thereof, to any circumstance, shall be invalid or unenforceableunenforceable to any extent, the remainder of this Agreement and the application of such invalidity or unenforceability provision to circumstance shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular fullest extent permitted by law. If any such provision is so held to be invalid invalid, illegal or unenforceable and unenforceable, the rights and obligations of the parties shall be construed and enforced only Parties hereto undertake to use their best efforts to reach a mutually acceptable alternative to give effect to such extent as shall be permitted by applicable lawprovision in a manner, which is not invalid, illegal or unenforceable.

Appears in 2 contracts

Samples: Sale Agreement, Sale Agreement

Partial Invalidity. If any provision of this Agreement is shall be held by competent authority to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 2 contracts

Samples: Limited Liability Company Interest Purchase Agreement (En Pointe Technologies Inc), Purchase and Sale Agreement (Home Properties of New York Inc)

Partial Invalidity. If any provision of this Agreement is held to be ------------------- invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 2 contracts

Samples: General Security Agreement (Unidigital Inc), General Security Agreement (Unidigital Inc)

Partial Invalidity. If any provision or any party of any provision of this Agreement is held to be invalid or for any reason deemed invalid, unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholecontrary to public policy, but law, statute and/or regulation, then the remainder of this Agreement shall not be construed as though it did not contain the particular provision held to be invalid or unenforceable affected thereby and the rights shall remain valid and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawfully enforceable.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Partial Invalidity. If any provision of this Agreement is shall for any reason be held to be invalid or unenforceableunenforceable by any court, governmental agency or arbitrator of competent jurisdiction, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Appears in 2 contracts

Samples: Consulting Agreement, Arboricultural Consulting Agreement

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 2 contracts

Samples: Severance Agreement (Modular Medical, Inc.), Merger Agreement (Trustmark Corp)

Partial Invalidity. If one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability of such provision or provisions shall not affect the validity or enforceability of any other provision of this Agreement is held to be invalid or unenforceableAgreement, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable provision had never been included in this Agreement and the rights and obligations of the parties shall be construed and enforced only enforceable to such the greatest extent as shall be permitted by applicable law.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Glimcher Realty Trust)

Partial Invalidity. If any provision of this Agreement is held to be invalid invalid, unlawful or unenforceableincapable of being enforced by reason of rule of law or public policy, such invalidity or unenforceability shall not invalidate all other conditions and provisions of this Agreement as a wholethat can be given effect without such invalid, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid unlawful or unenforceable provisions shall, nevertheless, remain in full force and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable laweffect.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Cablevision Systems Corp), Agreement of Limited Partnership (Itt Corp /Nv/)

Partial Invalidity. If any provision of this Agreement xx xxxx Xxxxxxent is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 2 contracts

Samples: Loan and Security Agreement (WHX Corp), Loan and Security Agreement (Champion Enterprises Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, then such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only limited to the extent necessary, or severed if necessary, in order to eliminate such extent as invalidity or unenforceability, and the other provisions of this Agreement shall not be permitted by applicable lawaffected thereby.

Appears in 2 contracts

Samples: Non Disclosure and Confidentiality Agreement, Non Disclosure & Confidentiality Agreement

Partial Invalidity. If any provision of this Agreement is held determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate affect the remaining provisions of this Agreement as a wholeAgreement, but this Agreement which shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawremain in effect in accordance with its terms.

Appears in 2 contracts

Samples: Separation Agreement, Separation Agreement (CST Brands, Inc.)

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Partial Invalidity. If any provision of this Agreement is held to shall contravene or be invalid under the laws of any state, county or unenforceablejurisdiction in which this Agreement shall be performed or enforced, then such contravention or invalidity or unenforceability shall not invalidate this Agreement as a wholethe entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable, but this and if no such modification shall render it valid and enforceable, then the Agreement shall be construed as though it did is not contain containing the particular provision held to be invalid or unenforceable invalid, and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawaccordingly.

Appears in 2 contracts

Samples: Employment Agreement (Home State Holdings Inc), Employment Agreement (Home State Holdings Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableof unenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a whole, but be affected and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to be fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the rights and obligations original intent of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable provision.

Appears in 2 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, whole but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Authentidate Holding Corp), Security and Pledge Agreement (Authentidate Holding Corp)

Partial Invalidity. If any provision of the provisions of this Agreement is held shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeor render unenforceable the entire agreement, but this rather the entire Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable provision or provisions, and the rights and obligations of the parties Party shall be construed and enforced only accordingly. The Parties agree to such extent as shall be permitted negotiate in good faith respecting any term held invalid in an effort to give the most approximate effect intended by applicable lawthe Parties.

Appears in 2 contracts

Samples: Exclusive License Agreement, Option Agreement

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid or unenforceableunenforceable (either under current law or in the future), such invalidity or unenforceability shall not invalidate or render this Agreement as a wholeunenforceable, but rather the remaining provisions of this Agreement shall remain in effect and be binding on the Parties and this Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and provision. However, if such provision is an essential element of this Agreement, the rights and obligations of the parties Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefore.

Appears in 2 contracts

Samples: Data Services Agreement, Data Services Agreement

Partial Invalidity. If Should any provision part of this Agreement is for any reason be declared or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate affect the validity and enforceability of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement as a whole, but this Agreement shall be construed as though it did not contain had been executed with the particular provision held to be invalid or unenforceable and the rights and obligations portion thereof eliminated. In lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be construed and enforced only added as part of this Agreement a provision as similar in terms to such extent invalid, illegal or unenforceable provision as shall may be permitted by applicable lawpossible and be valid, legal and enforceable.

Appears in 2 contracts

Samples: Employment Agreement (Mobilepro Corp), Employment Agreement (Mobilepro Corp)

Partial Invalidity. If any provision portion of this Agreement is held to shall be invalid or unenforceable, such unenforceability or invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain affect the particular provision held to be invalid or unenforceable and the rights and obligations remainder of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Appears in 2 contracts

Samples: Branch Purchase and Assumption Agreement (Americasbank Corp), Loan Purchase and Assumption Agreement (Americasbank Corp)

Partial Invalidity. If any provision of this Agreement is held to be -------------------- invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 2 contracts

Samples: Loan and Security Agreement (Dh Apparel Co Inc), Loan and Security Agreement (Delta Apparel Inc)

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid invalid, illegal or unenforceable, such invalidity the validity, legality or unenforceability enforceability of the other provisions hereof shall remain in full force and shall not invalidate this Agreement as a wholebe affected thereby, but this Agreement and there shall be construed as though it did not contain the particular provision held to be invalid deemed substituted for such invalid, illegal or unenforceable provision a valid, legal and enforceable provision as similar as possible to the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision at issue.

Appears in 2 contracts

Samples: Stock Option Agreement (OphthaliX, Inc.), Stock Option Agreement (OphthaliX, Inc.)

Partial Invalidity. If any provision of this the Agreement is shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this or render the Agreement as a wholeunenforceable, but this rather the Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and the rights and obligations provision. However, if such provision is an essential element of the parties Agreement, the Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefore.

Appears in 2 contracts

Samples: Service Agreement, Services Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and by any court of competent jurisdiction, it is the rights and obligations intent of the parties that such provision shall be construed and enforced ineffective only to the extent of such extent as shall prohibition or invalidity and that all other provision of this Agreement be permitted by applicable lawconstrued to remain fully valid, enforceable and binding on the parties. The descriptive headings of this Agreement are inserted for convenience only and do not in any way limit or amplify the terms of this Agreement.

Appears in 1 contract

Samples: Licensing Agreement (Teraglobal Communications Corp)

Partial Invalidity. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement the provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Appears in 1 contract

Samples: Joint Venture Limited Liability Company Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provisions hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed construct and enforced only to as if such extent as shall provision had not be permitted by applicable lawincluded.

Appears in 1 contract

Samples: Radiology Services Provider Agreement

Partial Invalidity. If The invalidity or unenforceability of any provision or portion of this Agreement is held to will not affect the validity or enforceability of the other provisions or portions of this Agreement. Should any provision or portion of this Agreement be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the remaining provisions of this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable remain in full force and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable laweffect.

Appears in 1 contract

Samples: Separation Agreement (Power One Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties Parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Claim Investment Agreement (PFO Global, Inc.)

Partial Invalidity. If any provision of this Agreement thxx Xxxxxxxxx is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, 123 but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Loan and Security Agreement (Atlas Air Worldwide Holdings Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.shall

Appears in 1 contract

Samples: Loan and Security Agreement (Stuart Entertainment Inc)

Partial Invalidity. If any provision of this Agreement is shall be held ------------------- invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lamy Robert)

Partial Invalidity. If any provision of this Agreement is held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain affect the particular remainder of such provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawany other provisions hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arden Realty Inc)

Partial Invalidity. If In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate affect any other provision (or remaining part of the affected provision) of this Agreement as a whole, Agreement; but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal, or unenforceable and the rights and obligations of the parties shall be construed and enforced provision (or part thereof) had not been contained in this Agreement, but only to such the extent as shall be permitted by applicable lawit is invalid, illegal, or unenforceable.

Appears in 1 contract

Samples: Security Agreement (Voyager Oil & Gas, Inc.)

Partial Invalidity. If In the event any provision or portion of this Agreement is held to shall be found invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be reformed in accordance with applicable law excluding such invalid or unenforceable provision(s), but any such partial invalidity shall not affect the validity and the rights and obligations enforceability of any such provision or portion of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement unless the purpose of the Agreement is rendered impractical.

Appears in 1 contract

Samples: Memorandum of Understanding

Partial Invalidity. If any provision of this Agreement is held to be ------------------ invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations Deferred Purchase Price Obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Collateral Assignment of Debt and Security Agreements (Advanced Aerodynamics & Structures Inc/)

Partial Invalidity. If In the event that any provision of this Agreement is ------------------ shall be held to be invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability unenforceablility shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain to have any effect on the particular provision held to be invalid or unenforceable and the rights and obligations remaining provisions of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawthis Agreement.

Appears in 1 contract

Samples: Joint Venture Agreement (Depuy Inc)

Partial Invalidity. If In the event that any provision of this Agreement is would be held to be invalid invalid, prohibited or unenforceableunenforceable in any jurisdiction for any reason, unless such invalidity or unenforceability shall not invalidate provision is narrowed by judicial construction, this Agreement shall, as a wholeto such jurisdiction, but this Agreement shall be construed as though it did if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not contain the particular provision held to be invalid invalid, prohibited or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable.

Appears in 1 contract

Samples: Asset Purchase Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but rather this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable unenforceable, and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Settlement and Restructuring Agreement (Raptor Resources Holdings Inc.)

Partial Invalidity. If any provision of this Agreement is held or the application thereof, to any circumstances, shall be invalid or unenforceableunenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a wholebe affected thereby, but and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular fullest extent permitted by law. If any such provision is so held to be invalid invalid, illegal or unenforceable and the rights and obligations of unenforceable, the parties shall be construed and enforced only hereto undertake to use their best efforts to reach a mutually acceptable alternative to give effect to such extent as shall be permitted by applicable lawprovision in a manner, which is not invalid, illegal or unenforceable.

Appears in 1 contract

Samples: Sale Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable in any jurisdiction, such provision shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability shall not invalidate without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawin any jurisdiction. 13.

Appears in 1 contract

Samples: License and Royalty Sharing Agreement

Partial Invalidity. If any provision of this Agreement is held or the application thereof, to any circumstances, shall be invalid or unenforceableunenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular fullest extent permitted by law. If any such provision is so held to be invalid invalid, illegal or unenforceable and the rights and obligations of unenforceable, the parties shall be construed and enforced only hereto undertake to use their best efforts to reach a mutually acceptable alternative to give effect to such extent as shall be permitted by applicable lawprovision in a manner, which is not invalid, illegal or unenforceable.

Appears in 1 contract

Samples: Sale Agreement

Partial Invalidity. If Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. The unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision. If a provision is held to be invalid or unenforceable, such invalidity or unenforceability the Parties shall not invalidate this Agreement agree upon a substitute provision having legal and commercial effects as a whole, but this Agreement shall be construed similar as though it did not contain legally permitted to the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision.

Appears in 1 contract

Samples: Supply Agreement (Nanophase Technologies Corporation)

Partial Invalidity. If any provision of this Agreement xxxx Xxxxxxent is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Loan and Security Agreement (Stein Mart Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to 39 45 be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Loan and Security Agreement (Centennial Technologies Inc)

Partial Invalidity. If In the event that any provision of this Agreement is will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid or unenforceable and within the rights and obligations limits of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawlaw or applicable court decisions.

Appears in 1 contract

Samples: u.s. Service Agreement (Tutogen Medical Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, unenforceable such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Loan and Security Agreement (Grossmans Inc)

Partial Invalidity. If any provision of this Agreement is shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid or unenforceable, such enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Appears in 1 contract

Samples: Employment Agreement (Us Lec Corp)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 1272

Appears in 1 contract

Samples: Term Loan and Security Agreement (Santana Products Inc.)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a wholebe affected thereby, but and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to fullest extent permitted by law, and there shall be substituted in lieu of such invalid or unenforceable provision a provision as near in substance as may be valid and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by enforceable under applicable law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Helen of Troy LTD)

Partial Invalidity. If any provision of this Agreement letter agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement letter agreement as a whole, but this Agreement letter agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Unsecured Line of Credit Agreement (Hanover Direct Inc)

Partial Invalidity. If any provision of this Agreement is held to be invalid ------------------ or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Security Agreement (Advanced Aerodynamics & Structures Inc/)

Partial Invalidity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the rights and obligations of the parties shall be construed and enforced only to such fullest extent as shall be permitted by applicable consistent with law.

Appears in 1 contract

Samples: Employment Agreement (Honeywell International Inc)

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