Common use of Severability; Partial Indemnity Clause in Contracts

Severability; Partial Indemnity. If any provision or provisions of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason whatsoever: (a) such provision shall be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such provision; (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable. If Indemnitee is not wholly successful in any Proceeding or in the defense of any claim, issue or matter therein, but is successful on the merits or otherwise as to one or more but less than all claims, issues, or matters, the Company shall indemnify Indemnitee against all Expenses incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this paragraph 12.1, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with or without prejudice) of any action against Indemnitee without any express finding of liability or guilt against Indemnitee, or (ii) the settlement of any action, pursuant to which Indemnitee pays less than $10,000.

Severability; Partial Indemnity. If any provision or provisions of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason whatsoever: (a) such provision shall be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such provision; (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable. If Indemnitee is not wholly successful in any Proceeding or in the defense of any claim, issue or matter therein, but is successful on the merits or otherwise as to one or more but less than all claims, issues, or matters, the Company shall indemnify Indemnitee against all Expenses incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this paragraph 12.1, the term "“successful on the merits or otherwise" ” shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with or without prejudice) of any action against Indemnitee without any express finding of liability or guilt against Indemnitee, or (ii) the settlement of any action, pursuant to which Indemnitee pays less than $10,000.