No Severability. If any provision of this Amendment is held to be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate the entire Amendment (unless such construction would be unreasonable), and this Amendment shall be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party construed and enforced accordingly; provided, however, the Parties agree that, it would be unreasonable to not invalidate the entire Amendment if, among other things, one (1) or more portions of Section 1(a) were held to be invalid or unenforceable. If any provision of this Amendment is held to be invalid or unenforceable under Applicable Law, and it would be unreasonable to not invalidate the entire Amendment, the Parties shall negotiate in good faith respecting an amendment hereto that would preserve, to the fullest extent possible, the respective benefits and burdens imposed on each Party under this Amendment as originally executed. In the event, and only in the event, that the Parties are unable to agree on the terms of such amendment within forty five (45) days after such declaration of invalidity or unenforceability, then either Party, on written notice, may terminate its obligations contained in this Amendment in the state(s) or jurisdiction(s) in which such invalidity or unenforceability occurs only, in which event this Amendment shall thereafter be of no force and effect within such affected jurisdiction(s); in such case, effective from and after the date of receipt of the foregoing notice (without the need for any further action such as an amendment of the affected Interconnection Agreement(s)), the provisions, if any, under Applicable Law shall apply to the subject matter of this Amendment in the affected jurisdiction(s).
No Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the entirety of this Agreement shall be rendered null and void and the Fee Amount and the Housing Impact Fees shall thereupon be immediately due and payable.
No Severability. The Parties intend that this Agreement, including all Attachments hereto, be indivisible and nonseverable, and each of the Parties acknowledges that it has assented to all of the terms, provisions, conditions, covenants, representations, warranties and promises in this Agreement (the “Provisions”) as a single whole, and that all such Provisions, taken as a whole, constitute the essence of the contract. The Parties further acknowledge that this Agreement is intended to constitute a single transaction, that the obligations of the Parties under this Agreement are interdependent, and that payment obligations under this Agreement by any other Party to any Party are intended to be recouped against other payment obligations under this Agreement by any Party to any other Party. If any of the Provisions is determined to be invalid, illegal or unenforceable in any respect for any reason, then, except as otherwise provided in Section 7.2 below, the entire Agreement shall be voidable at the election of the either Party. In addition, should either Party seek to terminate, cancel or reject less than the entirety of this Agreement, the entire Agreement shall be voidable at the election of the other Party except as otherwise provided in Section 7.2 below.
No Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall affect the other provisions of this Agreement and this Agreement shall thereupon terminate.
No Severability. If any of the provisions of this Amendment are held to be invalid or unenforceable by a court or regulatory authority of competent jurisdiction, BA may elect, at its sole option, to terminate this Amendment or to enter into a mutually agreeable further amendment to the Resale Agreements and/or agreement incorporating by reference the terms of applicable BA resale tariffs (with respect only to CTC). In case of such termination, CTC shall nonetheless remain obligated to pay to BA all amounts, if any, due to BA pursuant to and, on terms set forth in, this Amendment that have accrued as of the date of termination.
No Severability. Each phrase, sentence, clause, section, subsection --------------- or provision of this Agreement is dependent on the other and if any such phrase, sentence, clause, subsection, or provision as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, then this entire Agreement, and any and all documents executed or delivered contemporaneously with the Closing, shall be deemed null and void, and invalid and unenforceable.
No Severability. If a judicial determination is made that any of the provisions contained in this Agreement constitute an unreasonable restriction against either party or up otherwise unenforceable, the entire Agreement shall be rendered void or invalid.
No Severability. Notwithstanding the provision for the transfer of title to the Leverage Leased Theater by separate instrument, and the provision for the transfer of the Westgate Personal Property by separate instrument (all of which form the basis of the Parties' single agreement), the Parties hereby expressly intend that this Agreement and the Related Purchase Agreements, and all of the provisions collectively therein, shall be construed as a single, whole and non-severable agreement with respect to all matters herein and therein set forth, and if any term or provision of this Agreement or the Related Purchase Agreements is held to be or rendered invalid or unenforceable at any time in any jurisdiction, then the entire Agreement and the Related Purchase Agreements shall be deemed invalid or unenforceable.
No Severability. Notwithstanding any allocation of purchase price in the Portfolio Purchase Agreement, the provision for the transfer of title to the Property by separate instrument, and the provision for the transfer of certain personal property located at the Westgate Theater by separate instrument (all of which form the basis of the parties' single agreement), the parties hereby expressly intend that this Agreement and the Related Purchase Agreements, and all of the provisions collectively therein, shall be construed as a single, whole and non-severable agreement with respect to all matters herein and therein set forth, and if any term or provision of this Agreement or the Related Purchase Agreements is held to be or rendered invalid or unenforceable at any time in any jurisdiction, then the entire Agreement and the Related Purchase Agreements shall be deemed invalid or unenforceable.
No Severability. If for any reason a provision of this Agreement or the application of any provision of this Agreement is held to be invalid or unenforceable, that decision shall render this Agreement null and void and unenforceable in its entirety and Rite Aid shall be repaid the Settlement Amount under Paragraphs 2 and/or 3, as applicable, of this Agreement.
