Common use of Severability; Waiver Clause in Contracts

Severability; Waiver. In the event that any provisions of this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties in entering this Agreement. The failure of a party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

Appears in 11 contracts

Samples: International Distributor Agreement (Therasense Inc), International Distributor Agreement (Therasense Inc), International Distributor Agreement (Therasense Inc)

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Severability; Waiver. In the event that If any provisions provision of this -------------------- Agreement are determined is held to be invalid or unenforceable by for any reason for a court of competent jurisdiction, the remainder of the Agreement shall remain remaining provisions will continue in full force and effect without said provision. The parties shall being impaired or invalidated in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties in entering this Agreementway. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or rightright herein.

Appears in 8 contracts

Samples: Distribution Agreement, Distribution Agreement, Distribution Agreement

Severability; Waiver. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that any provisions of the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdictionAgreement, (ii) the remainder balance of the Agreement shall remain in full force be interpreted as if such provision were so excluded and effect without said provision. The parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate (iii) the intent of the parties in entering this Agreement. The failure of a party to enforce any provision balance of the Agreement shall not be construed enforceable in accordance with its terms. No failure of either party to be exercise or enforce any of its rights under this Agreement will act as a waiver of the right such rights or of such party to thereafter enforce that provision or any other provision or rightrights hereunder.

Appears in 3 contracts

Samples: End User Software License Agreement, End User Software License Agreement, End User Software License Agreement

Severability; Waiver. In the event that any provisions of this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties in entering this Agreement. The failure of a party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

Appears in 2 contracts

Samples: License Agreement (Genvec Inc), License Agreement (Genvec Inc)

Severability; Waiver. In the event that any provisions of this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the this Agreement shall remain in full force and effect without said provision. The parties Parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties Parties in entering this Agreement, or will leave the provision unreplaced by mutual consent. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The failure of a party Party to enforce any provision of the this Agreement shall not be construed to be a waiver of the right of such party Party to thereafter enforce that provision or any other provision or right.

Appears in 2 contracts

Samples: Supply Agreement (Palatin Technologies Inc), Supply Agreement (Amag Pharmaceuticals, Inc.)

Severability; Waiver. In the event that If any provisions provision of this -------------------- Agreement are determined shall be held to be invalid or unenforceable by for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate a substitute clause for finds that any provision declared of this Agreement is invalid or unenforceable, which but that by limiting such provision it would become valid and enforceable, then such provision shall most nearly approximate the intent of the parties in entering this Agreementbe deemed to be written, construed, and enforced as so limited. The failure waiver by either party of a party to enforce compliance with any provision of this Agreement by the Agreement other party shall not operate or be construed to be as a waiver of the right of such party to thereafter enforce that provision or any other provision of this Agreement, or rightof any subsequent breach by such party of a provision of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (Alliance One International, Inc.), Executive Employment Agreement (Alliance One International, Inc.)

Severability; Waiver. In the event that any provisions provision of this -------------------- Agreement are is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate Parties undertake to replace the invalid provision or parts thereof by a substitute clause for any new provision declared invalid or unenforceable, which shall most nearly will approximate as closely as possible the intent of economic and legal result intended by the parties in entering this AgreementParties. The failure of a party Party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party Party to thereafter enforce that provision or any other provision or right.

Appears in 1 contract

Samples: Non Exclusive License Agreement (Excaliber Enterprises, Ltd.)

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Severability; Waiver. In Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under the event that Applicable Law. If any one or more of the provisions of this -------------------- Agreement are determined to be invalid is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the this Agreement shall remain in full force and effect without said provision. The parties Parties shall negotiate in good faith negotiate a substitute clause for any provision declared invalid illegal, invalid, or unenforceable, which shall most nearly approximate the original intent of the parties Parties in entering this Agreement. The failure of a party Party to enforce any provision of the this Agreement shall not be construed to be a waiver of the right of such party Party to thereafter enforce that provision or any other provision or right.. 15.9

Appears in 1 contract

Samples: Clinical Study Agreement

Severability; Waiver. In the event that If any provisions provision(s) of this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties in entering this Agreement. The failure of a party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

Appears in 1 contract

Samples: License Agreement (Vivus Inc)

Severability; Waiver. In the event that any provisions of this -------------------- Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the this Agreement shall remain in full force and effect without said provision. The parties Parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties Parties in entering this Agreement. The failure of a party Party to enforce any provision of the this Agreement shall not be construed to be a waiver of the right of such party Party to thereafter enforce that provision or any other provision or right.

Appears in 1 contract

Samples: Supply Agreement (Radius Health, Inc.)

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