Common use of Partial Invalidity Clause in Contracts

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 365 contracts

Samples: Unit Purchase Agreement (Roomlinx Inc), Employment Agreement (Biosante Pharmaceuticals Inc), Asset Purchase Agreement (Ndchealth Corp)

AutoNDA by SimpleDocs

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 78 contracts

Samples: Tax Allocation Agreement (Post Holdings, Inc.), Distribution Agreement (Neenah Paper Inc), Form of Operational Services and Secondment Agreement (Noble Midstream Partners LP)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 20 contracts

Samples: Stock Purchase Agreement (China INSOnline Corp.), Stock Purchase Agreement (Colombia Goldfields LTD), Shareholders Agreement (Merisant Us Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted construed in such a manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, extent of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions provision hereof, unless such a construction would be unreasonable.

Appears in 14 contracts

Samples: Employee Matters Agreement (Columbia Pipeline Group, Inc.), Tax Allocation Agreement (Columbia Pipeline Group, Inc.), Tax Allocation Agreement (Fortune Brands Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in Law. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability unenforceability, without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Sm&A), Share Purchase Agreement (Sra International Inc), Agreement and Plan of Merger (SCP Pool Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 12 contracts

Samples: Employee Matters Agreement (Post Holdings, Inc.), Employee Matters Agreement (Marathon Petroleum Corp), Separation and Distribution Agreement (Potlatch Forest Products CORP)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawRequirements of Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 11 contracts

Samples: Purchase Agreement (Aon PLC), Purchase Agreement (Chart Industries Inc), Limited Liability Company Interest Purchase Agreement (Nexien Biopharma, Inc.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Western Union CO), Membership Interest Purchase Agreement (Fuelcell Energy Inc), Asset Purchase Agreement (Xcerra Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 10 contracts

Samples: Purchase Agreement (Alcentra Capital Corp), Transfer Agreement (PIMCO Capital Solutions BDC Corp.), Purchase Agreement (Alcentra Capital Corp)

Partial Invalidity. Wherever possible, each provision ------------------ hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 10 contracts

Samples: Purchase Agreement (Aramark Corp), Agreement and Plan of Merger (Nationwide Credit Inc), Day Credit Agreement (Donnelley R R & Sons Co)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonablehad never been contained herein.

Appears in 9 contracts

Samples: Asset Purchase Agreement (Lin Television Corp), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Meredith Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted construed in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, extent of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions provision hereof, unless such a construction would be unreasonable.

Appears in 9 contracts

Samples: Separation and Distribution Agreement (MasterBrand, Inc.), Separation and Distribution Agreement (Fortune Brands Home & Security, Inc.), Agreement and Plan of Merger (D.E Master Blenders 1753 N.V.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Nuvasive Inc), Asset Purchase Agreement (Nuvasive Inc), Asset Purchase Agreement (Nuvasive Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal illegal, or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality illegality, or unenforceability without invalidating the remainder of such invalid, illegal illegal, or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 6 contracts

Samples: Executive Employment Agreement (Soluna Holdings, Inc), Asset Purchase Agreement (Pacific Sands Inc), Asset Purchase Agreement (Protosource Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective in the jurisdiction involved to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement of Merger (Tellabs Inc), Escrow and Indemnity Agreement (Advanced Energy Industries Inc)

Partial Invalidity. Wherever possible, each Each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shallare, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 5 contracts

Samples: Executive Employment Agreement (Rbg, LLC), Executive Employment Agreement (Rbg, LLC), Shared Services Agreement (Herbst Gaming Inc)

Partial Invalidity. Wherever possible, each Each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, is for any reason, be reason held to be invalid, illegal or unenforceable in any respect, such provision unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be ineffective to the extent, but only to the extent, of construed as if such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or any other provisions hereof, unless would result in such a construction would material change as to cause the remaining terms hereof to be unreasonable.

Appears in 4 contracts

Samples: Employment Agreement (Dov Pharmaceutical Inc), Employment Agreement (Dov Pharmaceutical Inc), Employment Agreement (Dov Pharmaceutical Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions provision hereof, unless such a construction would be unreasonable.

Appears in 4 contracts

Samples: Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc), Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc), Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLaws, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Northstar Healthcare Inc), Membership Interest Purchase Agreement (Acadia Healthcare Company, Inc.), Membership Interest Purchase Agreement (Acadia Healthcare Company, Inc.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in Law. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Boeing Co), Purchase and Sale Agreement (Boeing Capital Corp), Sublease Agreement (Spirit AeroSystems Holdings, Inc.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawApplicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Desc S a De C V), Purchase and Sale Agreement (Hartford Financial Services Group Inc/De), Stock Purchase Agreement (Amr Corp)

Partial Invalidity. Wherever possible, each provision hereof shall will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shallwill, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall will be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 3 contracts

Samples: Artistdirect Inc, Artistdirect Inc, Artistdirect Inc

Partial Invalidity. Wherever possible, each provision hereof ------------------ shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 3 contracts

Samples: Reorganization Agreement (Technology Solutions Company), Reorganization Agreement (Baxter International Inc), Reorganization Agreement (Edwards Lifesciences Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mercury General Corp), Membership Interest Purchase Agreement (Russ Berrie & Co Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction an interpretation would be unreasonable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Milastar Corp), Agreement and Plan of Merger (Bakbone Software Inc)

Partial Invalidity. Wherever possible, each provision hereof ------------------ shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Global Sports Inc), Stock Purchase Agreement (Exide Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in Requirements of Law. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Gencorp Inc), Stock and Asset Purchase Agreement (Gencorp Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.. 12.8

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case the event any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder remaining provisions hereof or affecting the validity, legality or enforceability of such invalid, illegal or unenforceable provision or provisions or in any other provisions hereof, unless such a construction would be unreasonablejurisdiction.

Appears in 2 contracts

Samples: Tax Indemnity Agreement (Homeservices Com Inc), Tax Indemnity Agreement (Homeservices Com Inc)

Partial Invalidity. Wherever possible, each provision hereof shall will be interpreted in such manner as to be effective and valid under applicable lawApplicable Law, but in case any one or more of the provisions contained herein shallwill, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall will be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Studio License Agreement, Equipment Rental Agreement

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawRequirements of Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Purchase Agreement (Capitala Finance Corp.), Purchase Agreement (CapitalSouth Partners SBIC Fund III, L.P.)

Partial Invalidity. Wherever Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Asset Exchange Agreement (Eurogas Inc), Asset Exchange Agreement (Eurogas Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted construed in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, extent of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions provision hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Transition Services Agreement (D.E Master Blenders 1753 N.V.), Master Separation Agreement (D.E Master Blenders 1753 B.V.)

Partial Invalidity. Wherever possible, each provision hereof ------------------ shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 2 contracts

Samples: Agreement of Merger (Aptargroup Inc), Stock Purchase Agreement (Aptargroup Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawRequirements of Laws, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zhone Technologies Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or ore more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Note Purchase Agreement (Pricesmart Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.. 45

Appears in 1 contract

Samples: Asset Purchase Agreement (Stats Chippac Ltd.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.. Section 11.15

Appears in 1 contract

Samples: Master Sale and Purchase Agreement (Knowles Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability unenforceability, without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. 13.12.

Appears in 1 contract

Samples: Annex a Asset Purchase Agreement (Quixote Corp)

Partial Invalidity. Wherever possible, each provision ------------------ hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective in effective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Registration Rights Agreement (Homestore Com Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawApplicable Laws, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Master Agreement (Ocular Sciences Inc /De/)

Partial Invalidity. Wherever possible, each provision hereof ------------------ shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respectrespect by a court of competent jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (McGraw-Hill Companies Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. 12.4.

Appears in 1 contract

Samples: Contribution Agreement (Paymentech Inc)

AutoNDA by SimpleDocs

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLegal Requirements, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (SeaSpine Holdings Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawRequirements of Laws, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Equity Purchase Agreement (Kapstone Paper & Packaging Corp)

Partial Invalidity. Wherever possible, each provision ----------- hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exide Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.of

Appears in 1 contract

Samples: Supply Agreement (Corn Products International Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or 37 unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trimble Navigation LTD /Ca/)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the 44 extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Keebler Foods Co)

Partial Invalidity. Wherever possible, each provision hereof shall ------------------ be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Critical Path Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. If any provision is held invalid or unenforceable with respect to particular circumstances, it nevertheless shall remain in full force and effect in all other circumstances.

Appears in 1 contract

Samples: Employment Agreement (U S Realtel Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective effective, enforcable and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Med Technologies Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be ------------------ interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Option Agreement (Edwards Lifesciences Corp)

Partial Invalidity. Wherever possible, each ------------------ provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Purchase Agreement (Viskase Companies Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawApplicable Law, but in case the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalidprovision(s) to the extent valid, illegal legal or unenforceable provision or provisions enforceable or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Master Share Purchase Agreement (Dana Corp)

Partial Invalidity. Wherever possible, each term or provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the terms or provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal term or unenforceable provision or terms or provisions or any other terms or provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exide Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.. [THIS SPACE INTENTIONALLY LEFT BLANK]

Appears in 1 contract

Samples: Asset Purchase Agreement (BOSTON OMAHA Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable enforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonablereasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Michael Anthony Jewelers Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (FlexShopper, Inc.)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, hereof unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case if any one or more of the provisions contained herein shall, for any reason, be held to be bc invalid, illegal illegal, or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, extent of such invalidity, illegality illegality, or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Exhibit 1 (Tang Cyrus)

Partial Invalidity. Wherever possible, each provision hereof shall will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be is held to be invalid, illegal or unenforceable in any respectrespect for any reason, such provision shall will be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Agreement

Partial Invalidity. Wherever possible, each provision ------------------ hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aptargroup Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.. Section 13.12

Appears in 1 contract

Samples: Final Draft Stock Purchase Agreement (Middleby Corp)

Partial Invalidity. Wherever possible, each provision hereof shall be ------------------ interpreted in such manner as to be effective and valid under applicable lawRequirements of Laws, but in case any one or more of the provisions contained herein shall, for any reason, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zhone Technologies Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.but

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Nabi /De/)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.without

Appears in 1 contract

Samples: Stock Purchase Agreement (U S Industrial Services Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions provision hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Nabi Biopharmaceuticals)

Partial Invalidity. Wherever possible, each provision hereof shall ------------------ be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Operating Agreement (Homestore Com Inc)

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable lawLaw, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal illegal, or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality illegality, or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rollins Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.