Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 165 contracts
Samples: Agreement and Plan of Merger (Sigma Designs Inc), Agreement and Plan of Merger (Double Eagle Petroleum Co), Asset Purchase Agreement (FNDS3000 Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 82 contracts
Samples: Westwood One Affiliation Agreement (Westwood One Inc /De/), Registration Rights Agreement (Paragon Shipping Inc.), Registration Rights Agreement (Hard Rock Hotel Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleherefrom.
Appears in 81 contracts
Samples: Contribution and Exchange Agreement (Icahn Enterprises L.P.), Stock Purchase Agreement (Icahn Enterprises L.P.), Agreement and Plan of Merger (Protein Design Labs Inc/De)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 51 contracts
Samples: Agreement and Plan of Merger (Shea Development Corp.), Stockholders' Agreement (Qad Inc), Agreement and Plan of Merger (Capitol Acquisition Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 23 contracts
Samples: Asset Purchase Agreement (PPL Electric Utilities Corp), Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (Macquarie Infrastructure Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 17 contracts
Samples: Registration Rights Agreement (Fleming Robert Inc / Da), Registration Rights Agreement (Impax Laboratories Inc), Amended and Restated Registration Rights Agreement (Global Pharmaceutical Corp \De\)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected therebylaw, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and the parties hereto shall cooperate in good faith to formulate and implement such provision.
Appears in 17 contracts
Samples: Registration Rights Agreement (NXP Semiconductors N.V.), Framework Agreement (Medallion Financial Corp), Governance Agreement (Cornerstone Therapeutics Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Business Objects S.A.), Purchase Agreement (Advanced Accessory Holdings Corp), Contribution Agreement (Dividend Capital Trust Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 14 contracts
Samples: Loan Agreement (Phone1globalwide Inc), Membership Interests Purchase Agreement (Cig Wireless Corp.), Loan Agreement (Phone1globalwide Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 13 contracts
Samples: Asset Purchase Agreement (SBS Technologies Inc), Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Adam Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 11 contracts
Samples: Contribution Agreement, Membership Interest Purchase Agreement (New Jersey Resources Corp), Contribution Agreement (Summit Midstream Partners, LP)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 9 contracts
Samples: Business Combination Agreement (In Focus Systems Inc), Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Party will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 7 contracts
Samples: Master Transaction Agreement (Enstar Group LTD), Equity Interest Purchase Agreement (Fortegra Group, LLC), Equity Interest Purchase Agreement (Tiptree Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible for such provision to be legal, valid and enforceable.
Appears in 7 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (NextEra Energy Partners, LP)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised composed a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 6 contracts
Samples: Executive Services Agreement (Film Department Holdings, Inc.), Executive Services Agreement (Film Department Holdings, Inc.), Employment Agreement (Film Department Holdings, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 6 contracts
Samples: Sale Agreement (Sirna Therapeutics Inc), Asset Purchase Agreement (Commtouch Software LTD), Asset Purchase Agreement (Standard Register Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of the court holding such provision to be illegal, invalid or unenforceable provision, there will be added automatically may in lieu of such provision add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleit deems appropriate.
Appears in 5 contracts
Samples: Market Participant Service Agreement, Market Participant Service Agreement (Nstar/Ma), Market Participant Service Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. [signature page follows]
Appears in 5 contracts
Samples: Amended and Restated Transition Services Agreement (Era Group Inc.), Amended and Restated Transition Services Agreement (Era Group Inc.), Transition Services Agreement (Era Group Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Growlife, Inc.), Registration Rights Agreement (Analog Acquisition Corp), Registration Rights Agreement (Allied Digital Technologies Corp)
Invalid Provisions. If any provision of this Agreement is held to be ------------------ illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Merger Agreement And (Source Media Inc), Asset Purchase Agreement (Pepsi Cola Puerto Rico Bottling Co), Acquisition Agreement (Ravisent Technologies Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Advisor or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Investment Management Agreement (Arm Financial Group Inc), Investment Services Agreement (Arm Financial Group Inc), Investment Services Agreement (Arm Financial Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Parent or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Administrative Services Agreement (Arm Financial Group Inc), Administrative Services Agreement (SBM Certificate Co), Investment Services Agreement (SBM Certificate Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 5 contracts
Samples: Sale and Purchase Agreement (Ormat Technologies, Inc.), Sale and Purchase Agreement (Brady Power Partners), Prepayment and Settlement Allocation Agreement (Wellcare Health Plans, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. [signature page follows]
Appears in 4 contracts
Samples: Transition Services Agreement (SEACOR Marine Holdings Inc.), Transition Services Agreement (SEACOR Marine Holdings Inc.), Transition Services Agreement (Seacor Holdings Inc /New/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Assignment and Assumption Agreement (Espeed Inc), Assignment and Assumption Agreement (Espeed Inc), Assignment and Assumption Agreement (Espeed Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, public policy or order, and if the rights or obligations of any party hereto under this Agreement Agreement, and the economic or legal substance of the transactions contemplated hereby, will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) herefrom. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of good faith to modify this Agreement a legal, valid and enforceable provision so as similar to effect the original intent of the parties as closely as possible in terms an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to such illegal, invalid or unenforceable provision as may be the greatest extent possible.
Appears in 4 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Corel Corp), Merger Agreement (Inprise Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms economic and legal effect to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Silverstar Holdings LTD), Stock Purchase Agreement (Lsi Logic Corp), Agreement and Plan of Reorganization (Archibald Candy Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Share Purchase Agreement (Pxre Group LTD), Debenture Purchase Agreement (Aphton Corp), Share Purchase Agreement (Pxre Group LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaws, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) herefrom. Notwithstanding anything in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legalto the contrary, valid if for any reason any of the releases contained in Sections 2 or 3 hereof are avoided, nullified or otherwise rendered ineffective, then all releases in Section 2 or 3 hereof shall be rendered invalid and enforceable provision as similar in terms unenforceable and this Agreement shall be automatically reformed to such illegal, invalid or unenforceable provision as may be possibledelete Sections 2 and 3 herefrom.
Appears in 4 contracts
Samples: Termination Agreement and Release (Baby Fox International, Inc.), Termination Agreement and Release (Inprise Corp), Termination Agreement and Release (Corel Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Gsi Technology Inc), 4 Asset Purchase Agreement (Ditech Communications Corp), Asset Purchase Agreement (Zix Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Membership Interest Purchase Agreement (Rhino Resource Partners LP), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.), Contribution Agreement (Energy Transfer Partners, L.P.), Business Separation Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Standard Management Corp), Asset Purchase Agreement (Harbin Electric, Inc), Membership Interest Purchase Agreement (Progenics Pharmaceuticals Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future Law, and if the rights or obligations of any either party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Agreement, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: International Collaboration Agreement (Warner Lambert Co), Collaboration Agreement (Warner Lambert Co), International License Agreement (Warner Lambert Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Global Axcess Corp), Limited Liability Company Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.), Agreement and Plan of Merger (Headwaters Inc)
Invalid Provisions. If any provision of this Agreement is ------------------ held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (U S a Floral Products Inc), Asset Purchase Agreement (Radiant Systems Inc), Amended And (Amax Gold Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (bby) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Registration Rights Agreement (Moore Robert W/Nv), Registration Rights Agreement (Chadmoore Wireless Group Inc), Investment Agreement (Recovery Equity Investors Ii Lp)
Invalid Provisions. If any provision of this Agreement is held ------------------ to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Option and Rofr Agreement (Micrografx Inc), Uih Management Services Agreement (United Pan Europe Communications Nv), Uih Management Services Agreement (United Pan Europe Communications Nv)
Invalid Provisions. If any provision of this Investment Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Investment Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Investment Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Investment Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Investment Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions provisions, of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Burnham Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Euroseas Ltd.), Agreement Regarding Vessel Opportunities (Euroseas Ltd.), Agreement (Ez Em Inc)
Invalid Provisions. If any provision of this Agreement is held ------------------ to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Stock Purchase Agreement (American Power Conversion Corporation), Asset Purchase Agreement (Procyte Corp /Wa/), Share Purchase Agreement (Asiainfo Holdings Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegalillegal invalid, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Parent or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Administrative Services Agreement (SBM Certificate Co), Administrative Services Agreement (SBM Certificate Co), Administrative Services Agreement (SBM Certificate Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ubiquity, Inc.), Registration Rights Agreement (Ubiquity, Inc.), Asset Purchase Agreement (Skymall Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the Employee or the Company under this Agreement will would not be materially and adversely affected thereby, (a) such provision will provisions shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision provisions had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Employment Agreement (CCM Manufacturing Technologies Inc), Employment Agreement (CCM Manufacturing Technologies Inc), Employment Agreement (CCM Manufacturing Technologies Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will shall not be materially and adversely affected thereby, thereby (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Monitoring and Oversight Agreement (S&c Resale Co), Financial Advisory Agreement (S&c Resale Co), Financial Advisory Agreement (Regency Energy Partners LP)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Acquisition Agreement (Healthplan Services Corp), Purchase And (East Coast Power LLC), Subscription and Asset Contribution Agreement (Healthplan Services Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Employment Agreement (Group Technologies Corp), Employment Agreement (Group Technologies Corp), Special Bonus Agreement (Group Technologies Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Share Purchase and Shareholder Agreement (Stratus Technologies Bermuda Holdings Ltd.), Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Option Agreement (HNR Acquisition Corp.), Option Agreement (HNR Acquisition Corp.), Asset Purchase Agreement
Invalid Provisions. If any provision of this Services Agreement is held to be illegal, invalid or unenforceable under any present or future Lawunenforceable, and if the rights or obligations of any party hereto under this Services Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Services Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Services Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Services Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Services Agreement (Rentech Inc /Co/), Operating Agreement (Cotelligent Inc), Operating Agreement (Cotelligent Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Law, law and if the rights or obligations of any party hereto under this Agreement of Seller and Purchaser will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Primark Corp), Membership Interest Purchase Agreement (Sodak Gaming Inc), Stock Purchase Agreement (Hedstrom Holdings Inc)
Invalid Provisions. If Subject to Section 8.6(f), if any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (LIN Media LLC), Stock Purchase Agreement (Lin Television Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Connecture Inc), Stock Purchase Agreement (Connecture Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be affected materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement by mutual agreement of the parties, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Asset Purchase Agreement (First Horizon Pharmaceutical Corp), Asset Purchase Agreement (First Horizon Pharmaceutical Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLegal Requirement, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Laroche Industries Inc), Stock Purchase Agreement (Laroche Industries Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Escrow Agreement (Perry Ellis International Inc), Escrow Agreement (Rafaella Apparel Group,inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected therebylaw, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and the parties hereto shall cooperate in good faith to formulate and implement such provision.
Appears in 2 contracts
Samples: Offer and Stockholder Support Agreement (Sembcorp Utilities Pte Ltd.), Offer and Stockholder Support Agreement (Cascal N.V.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Purchase Agreement (Bruker Axs Inc), Purchase Agreement (Bruker Axs Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of the Selling Parties (or the Company before the Closing) on the one hand and Parent or Merger Sub (or the Surviving Company after the Closing) on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadpoint Securities Group, Inc.), Agreement and Plan of Merger (Gleacher & Company, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stockholders Agreement (Stillwater Mining Co /De/), Stockholders Agreement (Stillwater Mining Co /De/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaws, and if the rights or obligations of any party hereto Seller or Buyer under this Agreement will not be materially and adversely affected thereby, thereby (a) such provision provisions will be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, hereof (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Master Loan Participation and Custodian Agreement (Finet Com Inc), Master Loan Participation and Custodian Agreement (Finet Com Inc)
Invalid Provisions. If any provision of this Agreement Lease is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Lease will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement Lease will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement Lease will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Lease a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Letter Agreement (Westwood One Inc /De/), Westwood One Inc /De/
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLaws, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optical Cable Corp), Agreement and Plan of Merger (Preformed Line Products Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement (Memec Inc), Exchange Agreement (Inveresk Research Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Operating Agreement (ALST Casino Holdco, LLC), Operating Agreement (ALST Casino Holdco, LLC)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the Executive or the Company under this Agreement will would not be materially and adversely affected thereby, (a) such provision will provisions shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision provisions had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Employment Agreement (Refocus Group Inc), Cox Employment Agreement (Refocus Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party part)/ hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as provisions similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Realty Capital Properties, Inc.), Securities Purchase Agreement (American Realty Capital Properties, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of the court holding such provision to be illegal, invalid or unenforceable provision, there will be added automatically may in lieu of such provision add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possibleit deems appropriate.
Appears in 2 contracts
Samples: Attachment O, Attachment O
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable unenforceable, under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ace LTD), Stock Purchase Agreement (James River Group, INC)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Atlantic Power Corp), Stock Purchase Agreement (Xspand Products Lab, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Registration Rights Agreement (Inveresk Research Group Inc), Exchange Agreement (Inveresk Research Group Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future LawLegal Requirement, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Identiv, Inc.), Agreement and Plan of Merger (Identiv, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Phibro Animal Health Corp), Stock Purchase Agreement (Phibro Animal Health Corp)
Invalid Provisions. If any provision of this Agreement is held to be ------------------ illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision provisions will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision provisions as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Registration Rights Agreement (Argyros George L), Registration Rights Agreement (DST Systems Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations under this Agreement of any party hereto under this Agreement will not be materially and adversely affected therebyaffected, (ai) such provision will be fully severable, ; (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, of this Agreement; (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom from this Agreement; and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Investment Advisory Agreement (LendingClub Corp), Investment Advisory Agreement (LendingClub Corp)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Criteo S.A.), Merger Agreement And (Cimatron LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto the parties under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid invalid, or unenforceable provisionprovisions, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Transition Services Agreement (Era Group Inc.), Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will shall not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dynegy Inc.), Purchase and Sale Agreement (Duke Energy Progress, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegallegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.. 9.10
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chemi Trol Chemical Co), Agreement and Plan of Merger (Chemi Trol Chemical Co)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Invalid Provisions. If any provision of this Agreement (other than Section 5.1 or Article VI of this Agreement or any part or provision thereof) is held to be illegal, invalid invalid, or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of the Company on the one hand and Purchaser on the other hand will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, ; (b) this Agreement will shall be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Broadcom Corp), Asset Purchase Agreement (Advanced Micro Devices Inc)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement of Seller on the one hand and Parent on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Progenics Pharmaceuticals Inc)
Invalid Provisions. If any provision of this Agreement is held to be AMENDED ASSET PURCHASE AGREEMENT 107 illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a1) such provision will be fully severable, (b2) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, (c3) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom herefrom, and (d4) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Advertising Sales Agreement
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.valid
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms result to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid invalid, or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Seller and Buyer under this Agreement will not be materially and adversely affected thereby, thereby (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised of a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected effected by the illegal, invalid or unenforceable provision or by its severance herefrom therefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to that such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to be illegalillegal invalid, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto Parent or Company under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, ; (b) this Agreement will be construed and enforced as if such illegal, invalid invalid, or unenforceable provision had never comprised a part hereof, ; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid invalid, or unenforceable provision or by its severance herefrom here from; and (d) in lieu of such illegal, invalid invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid valid, and enforceable provision as similar in terms to such illegal, invalid invalid, or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Administrative Services Agreement (SBM Certificate Co)
Invalid Provisions. If any provision provisions of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Unit Purchase Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision provi sion as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms economic and legal effect to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Agreement and Plan of Recapitalization And (Chippac LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) this Agreement will be shall construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Samples: Share Purchase Agreement (Magal Security Systems LTD)
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) in lieu of such illegal, invalid or Limited Liability Company Membership Interests Purchase Agreement unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision provision as similar in terms to such illegal, invalid or unenforceable unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid or unenforceable under any present or future Law, by the final judgment of a court of competent jurisdiction or other Governmental or Regulatory Authority and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom here from and (div) such court or other Governmental or Regulatory Authority shall have the power to add, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms that comes closest to expressing the intention of such illegal, invalid or unenforceable provision as may be possibleprovision.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc)
Invalid Provisions. If any provision of this Agreement (including, ------------------ without limitation, any provision relating to the activities covered by, or time period of, the covenants contained in Section 1 of this Agreement) is held to be illegal, invalid or unenforceable under any present or future Lawlaws effective during the term hereof, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will shall be fully severable, (b) ; this Agreement will shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) ; and the remaining provisions of this Agreement will shall remain in full force and effect and will shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possiblepossible and be legal, valid and enforceable.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Prime Medical Services Inc /Tx/)
Invalid Provisions. If any provision of this Agreement Sublease is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement Sublease will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement Sublease will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement Sublease will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement Sublease a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Appears in 1 contract
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Lawlaw, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (ai) such provision will be fully severable, (bii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (ciii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom herefrom, and (div) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as substantially similar in terms to such illegal, invalid or unenforceable provision as may to the extent the rights or obligations of any party hereto under this Agreement will not be possiblematerially and adversely affected by such addition.
Appears in 1 contract
