Entire Agreement; Severability; Amendment Clause Samples

Entire Agreement; Severability; Amendment. This Agreement, including any attachments, schedules, addendums, and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and states the entire agreement of the parties with respect to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement will continue to have full force and effect, and the parties hereto shall cooperate in good faith to modify this Agreement so that such provision will be reformed to the extent reasonably required to render the same provision valid and enforceable, consistent with the original intent underlying such provision. This Agreement may only be amended, changed, or modified in a writing executed by the parties.

Entire Agreement; Severability; Amendment. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. Except for the Management Agreement and all other agreements attached hereto and thereto as exhibits or expressly referred to herein or therein, this Agreement supersedes any written and oral agreement among such parties and constitutes the entire understanding and agreement of the Partners with respect to the subject matter. This Agreement may not be amended, modified, supplemented or rescinded except by written instrument executed by all Partners; provided, however, that any such amendment, modification, supplement or rescission that is made to cure any ambiguity, defect or inconsistency or to provide additional rights or benefits for all of the Partners shall be effective when executed by the Managing Partner. The parties hereto acknowledge that they do not deem or intend their interests in the Partnership, either alone, together or in conjunction with the Management Agreement or any other document or understanding to represent or to be a “security” for the purposes of any state or federal law.

Entire Agreement; Severability; Amendment. 58 SECTION 30.1...............................................................58 SECTION 30.2...............................................................59 SECTION 30.3...............................................................59 TABLE OF APPENDICES 1. Pricing

Entire Agreement; Severability; Amendment. This Security Agreement and each of the other Transaction Documents, taken together, constitute and contain the entire agreement of the Companies, Secured Parties and Collateral Agent and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof. If any of the provisions of this Security Agreement shall be held invalid or unenforceable, this Security Agreement shall be construed as if not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly. This Security Agreement may not be modified, altered or amended except by a written agreement signed by the parties hereto.

Entire Agreement; Severability; Amendment. 58 SECTION 30.1...............................................................58 SECTION 30.2...............................................................59 SECTION 30.3...............................................................59 TABLE OF APPENDICES 1. [*] 2. [*] 3. [*] 4. [*] [*] 5. [*] 6. [*] 7. [*] 8. [*] AMENDED AND RESTATED POWER PURCHASE AGREEMENT THIS AMENDED AND RESTATED POWER PURCHASE AGREEMENT (together with the Appendices hereto, this "Agreement"), dated as of February 5, 1999, by and between AES Ironwood, L.L.C., a Delaware limited liability company ("Seller"), and ▇▇▇▇▇▇▇▇ Energy Marketing & Trading Company, a corporation organized and existing under the laws of the State of Delaware ("▇▇▇▇▇▇▇▇"), (Seller and ▇▇▇▇▇▇▇▇ hereinafter referred to individually as a "Party" and collectively as the "Parties").

Entire Agreement; Severability; Amendment. MODIFICATION; AND TERMINATION This Agreement shall supersede any existing agreements between the parties concerning the subject matter hereof. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. No amendment, assignment, modification or termination of this Agreement shall be effective unless such amendment, assignment, modification or termination is (i) filed with the New Jersey Department of Banking and Insurance ("NJDBI") at least 30 days prior to the proposed effective date, (ii) not disapproved by the NJDBI, (iii) made in writing, and (iv) signed by the parties hereto.

Entire Agreement; Severability; Amendment. This Agreement, including any attachments, schedules, addendums, and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and states the entire agreement of the parties with respect to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement will continue to have full force and effect, and such provision will be interpreted or reformed to the extent reasonably required to render the same provision valid and enforceable, consistent with the original intent underlying such provision, it begin understood and agreed that Section 9.5 (rather than this sentence) applies to the Non-Interference Covenant, the Non-Compete Covenant and the Non-Solicitation Covenant. This Agreement may only be amended, changed, or modified in a writing executed by all the parties hereto.

Entire Agreement; Severability; Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. This Agreement shall not be modified or amended except in writing signed by City, Owner, and the owner of the portion of the Property affected by the amendment. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties.

Entire Agreement; Severability; Amendment. This Agreement contains the entire understanding of the Parties with respect to the separation from employment of ▇▇▇▇▇▇▇▇. There is no agreement, representation, promise, or undertaking between the Parties with respect to the subject matter herein other than those expressly set forth herein. Should any provision of this Agreement be found to be invalid or unenforceable, the remaining provisions of this Agreement shall be deemed to be in full force and effect, at the Company’s sole discretion, to the fullest extent permitted by law. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto. Notwithstanding the foregoing, in the event ▇▇▇▇▇▇▇▇ entered into any other agreements with the Company prior to or during his employment with the Company, any provisions contained in those agreements governing confidential information, trade secrets, intellectual property, non-competition and/or non-solicitation are not superseded by this Agreement and shall remain in full force and effect following the execution of this Agreement and shall survive following the termination of Employee’s employment.