Unenforceability; Severability. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.
Unenforceability; Severability. If a court of competent jurisdiction holds any clause or portion of this AGREEMENT to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this AGREEMENT would be defeated by loss of the invalid or unenforceable provision. To that end, this AGREEMENT shall be construed as not containing such clause and the provisions of this AGREEMENT are declared to be severable.
Unenforceability; Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority, to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.
Unenforceability; Severability. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, then the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties and remain in full force and effect. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby shall be consummated as originally contemplated to the fullest extent possible. Without limitation of the foregoing, the parties expressly agree and declare that the limitations contained in Article VI are reasonable in scope and duration, are properly required for the adequate protection of the other parties hereto and that, in the event either the scope or the duration of such limitations, or both, is or are deemed to be unreasonable by the final decision of a court of competent jurisdiction, then in any such event, LV Capital, the Corporation and the Majority Shareholders agree and submit to such revision or modification thereof as such court shall deem to be reasonable.
Unenforceability; Severability. If any provision of this Agreement shall for any reason be held unenforceable, such provision to the extent enforceable shall be severed from this Agreement unless, as a result of such severance, the Agreement fails to reflect the basic intent of the parties. If the Agreement continues to reflect the basic intent of the parties, then the invalidity of such specific provision shall not affect the enforceability of any other provision herein, and the remaining provisions shall remain in full force and effect. If any covenant or restriction contained herein is determined by a court of law to be overly broad, thereby making the covenant unenforceable, the parties hereto agree, and it is their desire, that such court shall substitute a judicially enforceable limitation in its place, and that as so modified the covenant shall be binding upon the parties as if originally set forth herein.
Unenforceability; Severability. If any term or condition of this Agreement shall be illegal, invalid or unenforceable, all other provisions hereof shall continue in full force and effect as if the illegal, invalid or unenforceable provision was not a part hereof.
Unenforceability; Severability. If any paragraph, term or provision of this Agreement shall be held to be illegal, unenforceable or in conflict with any law, such illegality, unenforceability or conflict shall not invalidate the whole Agreement; instead, such paragraph, term or provision shall be deemed to be modified or restricted to the maximum extent and in a manner necessary to render the same valid and enforceable, and this Agreement shall be construed, interpreted and enforced to the maximum extent permitted by law. If such paragraph, term or provision cannot be so modified or restricted, it shall not affect the validity of any other provision herein, and this Agreement shall be interpreted and enforced as if such paragraph, term or provision had not been included herein.
Unenforceability; Severability. If any provision of this Agreement shall be found to be void or unenforceable, this shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement as a whole.
Unenforceability; Severability. If any provisixx xx xxxx Xgreement is found to be void or unenforceable by a court of competent Jurisdiction, then the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.
Unenforceability; Severability. 42 9.13 Specific Performance.......................................42 9.14 Counterparts...............................................42 9.15 Insurance..................................................42 Schedules Schedule 4.1 Corporate Organization Schedule 4.2 Authorization; Noncontravention Schedule 4.3 Capitalization Schedule 4.4 Officers and Directors Schedule 4.5 SEC Reports Schedule 4.7 Undisclosed Liabilities Schedule 4.8 Inventory Schedule 4.9 Accounts Receivable Schedule 4.10 Property Schedule 4.11 Contracts Schedule 4.12 Intellectual Property Schedule 4.13 Legal Proceedings Schedule 4.14 Compliance With Law Schedule 4.15 Environmental Matters Schedule 4.16 Labor and Employment Matters Schedule 4.17 Taxes Schedule 4.18 Employee Benefit Plans Schedule 4.19 Customers and Suppliers Schedule 4.20 Absence of Changes Schedule 4.21 Insurance Schedule 4.22 Affiliate Transactions Schedule 4.23 Bank Accounts Schedule 4.24 Product Warranties Schedule 4.25 Accounts Payable Schedule 4.26 Brokers and Finders of the Company Schedule 4.27 Rights Plan Schedule 6.1(l) Officer Appointments Schedule 6.1(u) Vendor Trade Payables Schedule 6.1(w) Term Sheets Schedule 7.3 Indemnification Exhibits Exhibit A - Form of Warrant Exhibit B - Form of Amended and Restated By-Laws Exhibit C - Form of Stockholders Agreement Exhibit D - Form of Registration Rights Agreement Exhibit E - Form of Management Services Agreement Exhibit F - Form of Certificate of Designation Exhibit G - Form of Employment Agreement with Xxxxxxx Xxxxxx STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 18th day of June, 2003, by and among SUN ONE PRICE, LLC, a Delaware limited liability company (the "Purchaser"), and ONE PRICE CLOTHING STORES, INC., a Delaware corporation (the "Company"). Capitalized terms not defined when used are defined in Article I hereof.
