Common use of Remedies; Severability Clause in Contracts

Remedies; Severability. Notwithstanding anything herein to the contrary, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or thereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damages, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Torvec Inc), Securities Purchase Agreement (Torvec Inc)

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Remedies; Severability. Notwithstanding anything herein to the contrarySection 8.10 above, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement, or any other agreement executed and delivered pursuant to this Agreement, by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 5.8, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Stockholders' Agreement (Lawson Software Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 9(c), it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance in the federal or state courts in The Commonwealth of Massachusetts (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Hittite Microwave Corp)

Remedies; Severability. Notwithstanding anything herein to the contrarySections 9.10 and 9.11 above, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement or any other agreement, document or instrument executed and delivered pursuant to this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zalicus Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 9(c), it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Unica Corp)

Remedies; Severability. Notwithstanding anything herein to the contrarySections 9.6 and 9.7 above, it is specifically understood and agreed that any breach of the provisions of this Agreement, the Escrow Agreement, the Registration Rights Agreement or any other agreement executed and delivered pursuant to this Agreement, or any other Transaction Documents Document, by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harbor Acquisition Corp.)

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Remedies; Severability. Notwithstanding anything herein to the contrarySection 9(g), it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Lawson Software Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 6.9, it is ---------------------- specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Boron Lepore & Associates Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 7.9, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (International Microcircuits Inc)

Remedies; Severability. Notwithstanding anything herein Sections 8.7 and 8.8 above, subject to the contrarySection 7.6. above, it is specifically understood and agreed that any breach of the provisions of this Agreement, any other Transaction Documents, or any other agreement executed and delivered pursuant to this Agreement, or of the Transaction Documents provisions of the Articles, by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Samples: Share Purchase and Redemption Agreement (Alma Lasers Ltd.)

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