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/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. 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 Agreement. The following is an itemized list of benefits which I will receive in consideration for executing the Separation Agreement. By signing this Summary of Severance Benefits, I agree to be bound by its terms.
Sample 1
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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

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;

  • Early Termination and Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, 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, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity 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 this clause (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

  • Liability for Breach of Agreement Upon the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of the breach.

  • 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. (b) In the event one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • Severability; Etc If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of such provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances.

  • Severability; Survival If any of the provisions contained in this Contract are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest shall survive the termination of this Contract for any cause.

  • Waiver of Breach and Severability The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement and the remaining provisions of the Agreement shall continue to be binding and effective.

  • Severability; Waiver In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

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