Common use of Partial Invalidity Clause in Contracts

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision was omitted.

Partial Invalidity. If any provision of this Agreement is or the application thereof to any party or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder of this Agreement or the application of such invalidity provision to the parties or unenforceability circumstances other than those to which it is held invalid or unenforceable, shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and be enforced to the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such fullest extent as shall be permitted by applicable law.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions were omitted.

Partial Invalidity. If any provision of this Agreement is held to be illegal, invalid or unenforceableunenforceable under present or future laws, such invalidity or unenforceability provision shall not invalidate this Agreement as a wholebe fully severable, but and this Agreement shall be construed and enforced as though it did not contain the particular provision held to be if such illegal, invalid or unenforceable and the rights and obligations provision had never comprised a part of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawthis Agreement.

Partial Invalidity. If In case any provision one or more of this Agreement is the provisions contained herein shall, for any reason, be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provisions of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision or provisions had never been contained herein.

Partial Invalidity. Each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held or the application of the provision to any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of the provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected by such invalidity or unenforceability shall not invalidate unenforceability, unless the provision or its application is essential to this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties provisions were omitted. Further, there shall be construed automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and enforced only to such extent as shall be permitted by applicable lawenforceable.

Partial Invalidity. If any provision term, covenant or condition of this Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Partial Invalidity. If any provision of this Agreement or the other Financing Agreements is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement or the other Financing Agreements as a whole, whole but this Agreement or the particular Financing Agreement, as the case may be, shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the remaining provisions of this Agreement shall be construed as though it did not contain remain in full force and effect and the particular provision held to be invalid or unenforceable and the rights and obligations of the parties provision shall be construed and enforced modified only to such the extent as necessary to render that provision valid and enforceable to the fullest extent permitted by law. If the invalid or unenforceable provision cannot be modified, that provision shall be permitted by applicable lawsevered from the Agreement and all other provisions shall remain valid and enforceable.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceablewill not affect the other provisions hereof, such invalidity or unenforceability shall not invalidate and this Agreement as a whole, but this Agreement shall will be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable provisions were omitted. Further, there will be automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawenforceable.

Partial Invalidity. If any Any provision of this Agreement which is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the rights and obligations invalidity or unenforceability of such provision shall not affect the validity or enforceability of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawremaining provisions hereof.

Partial Invalidity. If any provision of this Agreement is held to be ------------------ invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held to shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this or render the Agreement as a wholeunenforceable, but this rather the Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and provision. However, if such provision is an essential element of this Agreement, the rights and obligations of the parties Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefor.

Partial Invalidity. If any provision or application of this Agreement is held to be invalid unlawful or unenforceableunenforceable in any respect, such invalidity illegality or unenforceability shall not invalidate this Agreement as a wholeeffect other provisions or applications which can be given effect, but and this Agreement shall be construed as though it did not contain if the particular lawful and unenforceable provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawapplication had never been contained hereby or prescribed hereby.

Partial Invalidity. If In the event any provision one or more of the provisions contained in this Agreement is shall be for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity validity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been set forth herein.

Partial Invalidity. If any provision of this Agreement is shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of this Agreement is shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but effect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions were omitted.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawApplicable Law.

Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held or the application of such provision to any person or circumstances shall, to any extent, be invalid or unenforceable, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceability.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable as against any person or under certain circumstances, the remainder of this Agreement and the applicability of such invalidity provision to other persons or unenforceability circumstances shall not invalidate this Agreement as a whole, but be affected thereby. Each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such fullest extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain enforceable to the rights and obligations of the parties shall be construed and enforced only to such greatest extent as shall be permitted by applicable law.

Partial Invalidity. If In the event that any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement shall be construed as though if it did not contain the particular provision held to be invalid never contained any such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions.

Partial Invalidity. If The unenforceability or invalidity of any provision or provisions of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate render any other provision or provisions contained in this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid unenforceable or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawinvalid.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a whole, but be affected and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to be fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the rights and obligations original intent of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable provision.

Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable by competent authority, such provision shall be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it then appears. The total invalidity or unenforceability shall not invalidate of any particular provision of this Agreement as a whole, but will not affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of this Agreement or the Financing Agreements is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement or the Financing Agreements as a whole, whole but this Agreement or the particular Financing Agreement, as the case may be, shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or any such terms in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Partial Invalidity. If any provision of this Agreement is held to ------------------ be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable by competent authority, that provision will be construed so as to be invalid limited or unenforceable, such reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability shall not invalidate of any particular provision of this Agreement as a whole, but will not affect its other provisions and this Agreement shall will be construed in all respects as though it did not contain if the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement is held Agreement, and both parties shall negotiate in good faith to be invalid or unenforceablesubstitute for such invalid, such invalidity or unenforceability shall not invalidate this Agreement as a wholeillegal, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and provision a mutually acceptable provision that is consistent with the rights and obligations original intent of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawparties.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableunenforceable in any jurisdiction, such provision shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability shall not invalidate without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawin any jurisdiction.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect the other provisions hereof, but and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision was omitted.

Partial Invalidity. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Partial Invalidity. If In the event any provision of the provisions of this Agreement is held to shall be or become invalid or unenforceableunenforceable by reason of any Federal or State law or local ordinance now existing or hereinafter enacted, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain affect the particular provision held to be invalid or unenforceable and the rights and obligations remainder of the provisions hereof. The parties shall agree to meet and adopt revised provisions which would be construed and enforced only to such extent as shall be permitted by applicable in conformity with the law.

Partial Invalidity. If any provision of this Agreement is shall be held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, whole but this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. Each provision of this Agreement is valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement (or the application of such provision to any person or circumstance) is held to be or becomes invalid or unenforceable, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, are not affected by such invalidity or unenforceability shall not invalidate (unless such provision or the application of such provision is essential to this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawagreement).

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawLaw.

Partial Invalidity. If any provision of this Agreement is invalid or is held to be invalid illegal or unenforceable, then notwithstanding any such invalidity invalidity, illegality, or unenforceability shall not invalidate unenforceablility of such provision, the remainder of this Agreement as a whole, but this Agreement shall will subsist and will be construed in full force and effect as though it did not contain the particular provision held to be invalid such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had been omitted form this Agreement.

Partial Invalidity. If In case any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a whole, but affect any other provision hereof and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal, or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions had never been contained in this Agreement.

Partial Invalidity. If any provision term, covenant, or condition of this Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall will not invalidate affect any other provision hereof, and this Agreement as a whole, but this Agreement shall will be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Partial Invalidity. If In the event any provision one or more of the provisions contained in this Agreement is shall be for any reason be held to be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been set forth herein.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 12.4

Partial Invalidity. If In the event that any provision of this Agreement is ------------------ will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid within the limits of applicable law or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawcourt decisions.

Partial Invalidity. If any provision term, covenant or condition of this ------------------ Agreement is held to be invalid or unenforceableunenforceable in any respect, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Partial Invalidity. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall the provision will be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Partial Invalidity. If The invalidity or unenforceability of any particular ------------------ provision of this Agreement is held to be invalid or unenforceablewill not affect the other provisions hereof, such invalidity or unenforceability shall not invalidate and this Agreement as a whole, but this Agreement shall will be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable provisions were omitted. Further, there will be automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawenforceable.

Partial Invalidity. If In the event any provision one or more of the provisions of this Agreement is shall for any reason be held to be invalid invalid, illegal or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the remaining provisions of this Agreement shall be construed as though it did not contain unimpaired and the particular provision held to be invalid invalid, illegal or unenforceable and the rights and obligations of the parties provision shall be construed to be amended in order to avoid such invalidity, illegality or unenforceability while preserving as closely as possible the economic intent and enforced only to such extent as shall be permitted by applicable laweffect of the parties.

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid or unenforceable, such invalidity the validity or unenforceability enforceability of the remaining provisions shall not invalidate this Agreement as a wholein any way be affected or impaired thereby, but rather this Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and the rights and obligations provision. However, if such provision is an essential element of this Agreement, the parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefor.

Partial Invalidity. If Should any provision part of this Agreement is for any reason be declared or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate affect the validity and enforceability of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement as a whole, but this Agreement shall be construed as though it did not contain had been executed with the particular provision held to be invalid or unenforceable and the rights and obligations portion thereof eliminated. In lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be construed and enforced only added as part of this Agreement a provision as similar in terms to such extent invalid, illegal or unenforceable provision as shall may be permitted by applicable lawpossible and be valid, legal and enforceable.

Partial Invalidity. If any provision of this Agreement or the application thereof to any party or circumstances is held to be invalid or unenforceable, the remainder of this Agreement and the application of any such invalidity provision to other parties or unenforceability circumstances shall not invalidate be affected thereby, the provisions of this Agreement as a whole, but being severable in any such instance. No invalid provision hereof shall affect or impair any other provision of this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Partial Invalidity. If any provision of this Agreement is shall be’ held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of this Agreement is held to shall contravene or be invalid under the laws of any state, county or unenforceablejurisdiction in which this Agreement shall be performed or enforced, then such contravention or invalidity or unenforceability shall not invalidate this Agreement as a wholethe entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable, but this and if no such modification shall render it valid and enforceable, then the Agreement shall be construed as though it did is not contain containing the particular provision held to be invalid or unenforceable invalid, and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawaccordingly.

Partial Invalidity. If In the event that any provision of this Agreement is ------------------ will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid or unenforceable and within the rights and obligations limits of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawlaw or applicable court decisions.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, 148 but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid invalid, illegal or unenforceable, such invalidity the validity, legality or unenforceability enforceability of the other provisions hereof shall remain in full force and shall not invalidate this Agreement as a wholebe affected thereby, but this Agreement and there shall be construed as though it did not contain the particular provision held to be invalid deemed substituted for such invalid, illegal or unenforceable provision a valid, legal and enforceable provision as similar as possible to the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision at issue.

Partial Invalidity. If any provision of the provisions of this Agreement is held shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeor render unenforceable the entire agreement, but this rather the entire Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable provision or provisions, and the rights and obligations of the parties Party shall be construed and enforced only accordingly. The Parties agree to such extent as shall be permitted negotiate in good faith respecting any term held invalid in an effort to give the most approximate effect intended by applicable lawthe Parties.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, whole but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is shall be held by competent authority to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of this the Agreement is shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this or render the Agreement as a wholeunenforceable, but this rather the Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and the rights and obligations provision. However, if such provision is an essential element of the parties Agreement, the Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefore.

Partial Invalidity. If any provision of this Agreement is held or the application thereof, to any circumstance, shall be invalid or unenforceableunenforceable to any extent, the remainder of this Agreement and the application of such invalidity or unenforceability provision to circumstance shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular fullest extent permitted by law. If any such provision is so held to be invalid invalid, illegal or unenforceable and unenforceable, the rights and obligations of the parties shall be construed and enforced only Parties hereto undertake to use their best efforts to reach a mutually acceptable alternative to give effect to such extent as shall be permitted by applicable lawprovision in a manner, which is not invalid, illegal or unenforceable.

Partial Invalidity. Each provision of this Agreement is valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement (or the application of such provision to any person or circumstance) is held to be or becomes invalid or unenforceable, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, are not affected by such invalidity or unenforceability shall not invalidate [unless such provision or the application of such provision is essential to this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement].

Partial Invalidity. If any provision of this Agreement is held to be ------------------- invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held to be -------------------- invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If In the event that any provision of this Agreement is will be unenforceable or invalid under any applicable law or be so held to be invalid or unenforceableby applicable court decision, such unenforceability or invalidity or unenforceability shall will not invalidate render this Agreement unenforceable or invalid as a whole, but this Agreement shall and, in such event, such provision will be construed changed and interpreted so as though it did not contain best to accomplish the particular objectives of such unenforceable or invalid provision held to be invalid within the limits of applicable law or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawcourt decisions.

Partial Invalidity. If any provision of this Agreement is shall for any reason be held to be invalid or unenforceableunenforceable by any court, governmental agency or arbitrator of competent jurisdiction, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had never been contained herein.

Partial Invalidity. If any Any non-material provision of this Agreement agreement that is held to be invalid or unenforceableunenforceable in any jurisdiction will, such as to that jurisdiction, be ineffective to the extent of the invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be without rendering invalid or unenforceable and the rights and obligations remaining provisions of this agreement or affecting the validity or enforceability of any of the provisions of this agreement in any other jurisdiction. The parties shall be construed and enforced only will negotiate in good faith to such extent amend this agreement to replace the unenforceable language with enforceable language which as shall be permitted by applicable lawclosely as possible reflects the intent of the parties.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 13.5

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceableof unenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a whole, but be affected and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular provision held to be fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the rights and obligations original intent of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable provision.

Partial Invalidity. If any provision of this Agreement is shall be held to be invalid or unenforceableunenforceable (either under current law or in the future), such invalidity or unenforceability shall not invalidate or render this Agreement as a wholeunenforceable, but rather this Agreement shall be construed as though it did if not contain containing the particular provision held to be invalid or unenforceable and provision. However, if such provision is an essential element of this Agreement, the rights and obligations of the parties Parties shall be construed and enforced only promptly attempt to such extent as shall be permitted by applicable lawnegotiate a substitute therefore.

Partial Invalidity. If any provision of this Agreement xx xxxx Xxxxxxent is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions were omitted.

Partial Invalidity. If any provision of this Agreement is held adjudged by a court of competent jurisdiction to be invalid invalid, void, or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but the parties agree that the remaining provisions of this Agreement shall not be construed as though it did not contain affected thereby and that the particular provision held remainder of this Agreement shall remain valid and enforceable and the parties agree to be attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest possible extent, the economic, legal and the rights and obligations commercial objectives of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawinvalid or unenforceable provision.

Partial Invalidity. If any provision of this Agreement is shall be held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not invalidate this Agreement as a whole, but affect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision were omitted.

Partial Invalidity. If any provision of the terms and conditions or provisions of this Agreement is held are determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be invalid or unenforceablevalid to the fullest extent permitted by law. The illegality, such invalidity or unenforceability of any provision in this Agreement under any law shall not invalidate affect its legality, validity or enforceability under any other law nor the legality, validity or enforceability of any other provisions of this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted entitled by applicable law.

Partial Invalidity. If In the event any provision or portion of this Agreement is held to shall be found invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be reformed in accordance with applicable law excluding such invalid or unenforceable provision(s), but any such partial invalidity shall not affect the validity and the rights and obligations enforceability of any such provision or portion of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement unless the purpose of the Agreement is rendered impractical.

Partial Invalidity. If any provision of this Agreement is held or the application thereof, to any circumstances, shall be invalid or unenforceableunenforceable to any extent, such invalidity or unenforceability the remainder of this Agreement shall not invalidate this Agreement as a whole, but be affected thereby and each provision of this Agreement shall be construed as though it did not contain valid and enforceable to the particular fullest extent permitted by law. If any such provision is so held to be invalid invalid, illegal or unenforceable and the rights and obligations of unenforceable, the parties shall be construed and enforced only hereto undertake to use their best efforts to reach a mutually acceptable alternative to give effect to such extent as shall be permitted by applicable lawprovision in a manner, which is not invalid, illegal or unenforceable.

Partial Invalidity. If In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate affect any other provision (or remaining part of the affected provision) of this Agreement as a whole, Agreement; but this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal, or unenforceable and the rights and obligations of the parties shall be construed and enforced provision (or part thereof) had not been contained in this Agreement, but only to such the extent as shall be permitted by applicable lawit is invalid, illegal, or unenforceable.

Partial Invalidity. If any provision of this Agreement thix Xxxxxxxxx is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability of such provision or provisions shall not affect the validity or enforceability of any other provision of this Agreement is held to be invalid or unenforceableAgreement, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable provision had never been included in this Agreement and the rights and obligations of the parties shall be construed and enforced only enforceable to such the greatest extent as shall be permitted by applicable law.

Partial Invalidity. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable lawis enforceable.

Partial Invalidity. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is held so broad as to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement the provision shall be construed as though it did not contain the particular provision held interpreted to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent so broad as shall be permitted by applicable law.is enforceable. 20

Partial Invalidity. If any provision provisions of this Agreement is shall contravene or be held invalid under laws of particular state, country or jurisdiction where used, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing particular provision or provisions held to be invalid in particular state, country, or unenforceablejurisdiction, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawaccordingly.

Partial Invalidity. If any provision part of this Agreement is held to AGREEMENT shall be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate effect or impair the remainder of this Agreement as a whole, but this Agreement AGREEMENT which shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawenforced.

Partial Invalidity. If Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. The unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision. If a provision is held to be invalid or unenforceable, such invalidity or unenforceability the Parties shall not invalidate this Agreement agree upon a substitute provision having legal and commercial effects as a whole, but this Agreement shall be construed similar as though it did not contain legally permitted to the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any Any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability and/or unenforceable shall not invalidate render this Agreement invalid or unenforceable as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 107

Partial Invalidity. If any provision of this Agreement is held to be invalid 141 or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If any term or provision of this Agreement is held to ------------------ be invalid invalid, illegal or unenforceableunenforceable in any respect, such invalidity invalidity, illegality or unenforceability shall not invalidate affect any other provision of this Agreement as a wholeAgreement, but this Agreement such provision or provisions shall be construed as though it did not contain ineffective only to the particular provision held to be invalid extent of such invalidity, illegality or unenforceable unenforceability and the rights and obligations of the parties shall be construed and enforced only to such the fullest extent as shall be permitted by applicable law, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement.

Partial Invalidity. If any provision of this Agreement is held determined by a proper court to be invalid invalid, illegal or unenforceable, such invalidity invalidity, illegality or unenforceability shall not invalidate affect the other provisions of this Agreement as a whole, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid remain in full force and effect without such invalid, illegal or unenforceable and provisions provided that the rights and obligations severance of the parties shall be construed and enforced only such provision(s) does not result in a material failure of consideration under this Agreement to such extent as shall be permitted by applicable laweither party hereto.

Partial Invalidity. If any provision of this Agreement is shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovisions had never been contained herein.

Partial Invalidity. If any provision of this Letter Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Letter Agreement as a whole, but this Letter Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Partial Invalidity. If The invalidity or unenforceability of any particular provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but effect the other provisions hereof and this Agreement shall be construed in all respects as though it did not contain the particular provision held to be if such invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.provisions were omitted. EXHIBIT 10.4

Partial Invalidity. If In the event that any provision of this Agreement is would be held to be invalid invalid, prohibited or unenforceableunenforceable in any jurisdiction for any reason, unless such invalidity or unenforceability shall not invalidate provision is narrowed by judicial construction, this Agreement shall, as a wholeto such jurisdiction, but this Agreement shall be construed as though it did if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not contain the particular provision held to be invalid invalid, prohibited or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunenforceable.

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but rather this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable unenforceable, and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.