Severability; Breach of Agreement Sample Clauses

Severability; Breach of Agreement. The provisions of this Agreement shall be severable and the invalidity of any provision, or the performance of one party’s obligations under any provision, shall not affect the validity of the other provisions or the other party’s duty to perform its or his obligations under any other provision; provided, however, that upon a finding by a court of competent jurisdiction that any release or agreement in Section 3 above is illegal, void, or unenforceable, Executive agrees to execute, at the Company’s option, a release and agreement that is legal and enforceable and otherwise consistent with the terms and conditions of this Agreement. Without limiting any remedy available to the Company in respect of Section 15 of the Employment Agreement and hereunder (which remedy and obligations of Executive thereunder will survive any termination of employment with the Company), Executive agrees that Executive’s breach, or threatened breach, of the Employment Agreement or covenants hereunder will result in irreparable injury to the Company Entities, that monetary relief alone will be inadequate to redress such a breach or threatened breach, and further that the Company Entities will be entitled to obtain an injunction to prevent and/or remedy such a breach or threatened breach (without first having to post a bond or other security). In any proceeding for an injunction and upon any motion for a temporary or permanent injunction ("Injunctive Action"), the Company Entities' right to receive monetary damages will not be a bar or interposed as a defense to the granting of such injunction. The Company Entities' right to an injunction is in addition to, and not in lieu of, any other rights and remedies available to the Company Entities under law or in equity. Any Injunctive Action may be brought in any appropriate court located in Xxxxx County, Illinois. Executive hereby irrevocably submits to the jurisdiction of the courts of the Xxxxx County, Illinois in any Injunctive Action and waives any claim or defense of inconvenient or improper forum or lack of personal jurisdiction under any applicable law or decision. Upon the issuance (or denial) of an injunction, the underlying merits of any such dispute will be resolved in accordance with the provisions of Section 12 below.
Sample 1
AutoNDA by SimpleDocs
Severability; Breach of Agreement. The provisions of this Agreement shall be severable and the invalidity of any provision, or the performance of one party’s obligations under any provision, shall not affect the validity of the other provisions or the other party’s duty to perform its or his/her obligations under any other provision; provided, however, that (i) the provisions set forth in Paragraphs 3, 6, 7, 8, 9 and 10 are material terms of this Agreement, and in the event I breach any one of these provisions, and to the extent such breach are capable of being cured by me and I have not cured it within ten (10) days following notice from Associated, Associated has the right to terminate any further payments under this Agreement to me and to recover any consideration already paid to me pursuant to this Agreement, in addition to any other rights and remedies available to Associated at law or in equity; and (ii) upon a finding by a court of competent jurisdiction that any release or agreement in Paragraph 3 above is illegal, void or unenforceable, I agree to execute, at Associated’s option, a release and agreement that is legal and enforceable and otherwise consistent with the terms and conditions of this Agreement, and my failure to do so will constitute a material breach of this Agreement, in which event, Associated, in addition to its other rights and remedies, shall not be obligated to provide me with any of the future payments described in the Summary of Severance Benefits attached as Exhibit A. May 1, 2012 I HAVE CAREFULLY READ, AND FULLY UNDERSTAND THIS AGREEMENT, INCLUDING MY GENERAL RELEASE OF CLAIMS AGAINST ASSOCIATED. EXCEPT FOR WHAT IS STATED IN THIS AGREEMENT, I HAVE NOT RELIED UPON ANY REPRESENTATION OR COMMUNICATION, WRITTEN OR ORAL, BY ASSOCIATED. Accepted and Agreed to: /s/ Xxxx X. Xxxxxxx Associated Banc-Corp Signature: Xxxx X. Xxxxxxx Company Name By: /s/ Xxxxxx X. Xxxxxx Title: Chief Human Resources Officer Date: 5/7/12 Date: 5/7/12 May 1, 2012 EXHIBIT A SUMMARY OF SEVERANCE BENEFITS Colleague Name: Xxxx X. Xxxxxxx Separation Date: May 18, 2012 The following is an exclusive list of benefits that I, Xxxx X. Xxxxxxx, will receive under the Associated Banc-Corp Severance Pay Plan (the “Plan”) in consideration for executing this Agreement. I understand that receipt of these severance benefits is (a) subject to the terms of the Plan and (b) conditioned on (i) my execution and non-revocation of this Agreement, and (ii) compliance with Paragraphs 3, 6, 7, 8, 9 and 10 of the Agree...
Sample 1

Related to Severability; Breach of Agreement

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Early Termination and Breach of Agreement (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a).

  • Breach of Agreement and Indemnification 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Breach of Provisions In the event that Executive shall breach any of the provisions of this Article V, or in the event that any such breach is threatened by Executive, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of this Article V. Executive acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any action or proceeding is brought seeking injunctive relief, Executive shall not use as a defense thereto that there is an adequate remedy at law.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Survival of Agreement; Severability (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

  • Breach of the Agreement In the event of any claimed breach of this Agreement, the party claimed to have committed the breach will be entitled to written notice of the alleged breach and a period of ten (10) days in which to remedy such breach. Executive acknowledges and agrees that a breach of any of the covenants contained in this Agreement will result in irreparable and continuing harm to the Company for which there will be no adequate remedy at law. The Company will be entitled to preliminary and permanent injunctive relief to restrain Executive from violating the terms and conditions of this Agreement in addition to other available remedies, at law and in equity.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!