Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this Agreement. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 14 contracts
Samples: Tax Sharing and Indemnification Agreement (Sybron Dental Specialties Inc), Tax Sharing and Indemnification Agreement (SDS Holding Co), Confidentiality and Nondisclosure Agreement (SDS Holding Co)
Reformation and Severability. If any provision of this Agreement ---------------------------- shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (ai) that such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (bii) if that such provision cannot be so reformed, it such provision shall be severed from this Agreement. The Such holding shall not affect or impair the validity, enforceability or legality of the such provision in any other jurisdiction or under any other circumstances. Neither the such holding nor the such reformation or severance shall affect or impair the legality, validity or enforceability of any other provision provisions of this Agreement to the extent that the such other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 4 contracts
Samples: Employee Benefits and Compensation Agreement (Videopropulsion Inc), Employee Benefits and Compensation Agreement (Apw LTD), General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Videopropulsion Inc)
Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this Agreement. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 2 contracts
Samples: Employee Benefits Agreement (Sybron International Corp), Employee Benefits Agreement (SDS Holding Co)
Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (ai) that such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (bii) if that such a provision cannot be so reformed, it such provision shall be severed from this Agreement. The Such holding shall not affect or impair the validity, enforceability or legality of the such provision in any other jurisdiction or under any other circumstances. Neither the such holding nor the such reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the such other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 2 contracts
Samples: Insurance Agreement (Apw LTD), Insurance Agreement (Videopropulsion Inc)
Reformation and Severability. If any provision of this Agreement Guarantee shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this AgreementGuarantee. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement Guarantee to the extent that the other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement Guarantee so as to effect the original intent of the parties as closely as possible.
Appears in 2 contracts
Samples: General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (SDS Holding Co), General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Sybron Dental Specialties Inc)
Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (ai) that such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (bii) if that such provision cannot be so reformed, it such provision shall be severed from this Agreement. The Such holding shall not affect or impair the validity, enforceability or legality of the such provision in any other jurisdiction or under any other circumstances. Neither the such holding nor the such reformation or severance shall affect or impair the legality, validity or enforceability of any other provision provisions of this Agreement to the extent that the such other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 2 contracts
Samples: Release and Settlement Agreement (Briggs & Stratton Corp), Release and Settlement Agreement (Briggs & Stratton Corp)
Reformation and Severability. If any provision of this Agreement shall ---------------------------- be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this Agreement. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 1 contract
Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this Agreement. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the 9 <PAGE> 10 other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 1 contract
Samples: Contribution Agreement
Reformation and Severability. If any provision of this Agreement ----------------------------- shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (ai) that such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (bii) if that such provision cannot be so reformed, it such provision shall be severed from this Agreement. The Such holding shall not affect or impair the validity, enforceability or legality of the such provision in any other jurisdiction or under any other circumstances. Neither the such holding nor the such reformation or severance shall affect or impair the legality, validity or enforceability of any other provision provisions of this Agreement to the extent that the such other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
Appears in 1 contract
Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (a) that provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (b) if that provision cannot be so reformed, it shall be severed from this Agreement. The holding shall not affect or impair the validity, enforceability or legality of the provision in any other jurisdiction or under any other circumstances. Neither the holding nor the reformation or severance shall affect or impair the legality, validity or enforceability of any other provision of this Agreement to the extent that the other provision is not itself actually in conflict with any applicable law. Upon a determination that any term or provision is invalid, unenforceable or illegal, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.the
Appears in 1 contract
