Common use of Validity Clause in Contracts

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of If any provision of this Agreement shall be held to be invalid or unenforceable, such provisions shall not affect in any respect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision remainder of this Agreement unless the invalidity materially affects the ability of either party to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, perform as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provisioncontemplated hereunder.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and shall execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in an acceptable manner to such provision.the end that transactions contemplated hereby are fulfilled to the extent possible. * * * * *

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, each of which will shall remain in full force and effect. In the event any Governmental Entity effect and in lieu of competent jurisdiction holds any such invalid or unenforceable provision there shall be automatically added as part of this Agreement a valid and enforceable provision as similar in terms to be null, void the invalid or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly unenforceable provision as possible, to effectuateprovided that this Agreement as amended, to the extent permitted by law, (i) reflects the intent of the parties hereto with respect hereto, and (ii) does not change the bargained for consideration or benefits to such provisionbe received by each party hereto.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in an acceptable manner to such provisionthe end that transactions contemplated hereby are fulfilled to the extent possible.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event Upon determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of being enforced, this Agreement shall be modified so as to be null, void or unenforceable, effect the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect as closely as possible to such provisionthe fullest extent permitted by applicable law.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity Body of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of -------- this Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this -------- Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions of this Agreementhereof, which will remain in full force and effect. In the event Upon any Governmental Entity determination that any term or other provision is invalid or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to such provisionthe fullest extent possible.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision Neither party shall be in breach of this Agreement if subsequent law changes make any provision unenforceable or illegal. The parties agree to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment any modifications that may be necessary to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto comply with respect to such provisionfuture law changes.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions of this Agreementhereof, which will remain in full force and effect. In the event Upon any Governmental Entity determination by a court of competent jurisdiction holds that any term or other provision is invalid or incapable of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to such provisionthe fullest extent possible.

Validity. The invalidity or unenforceability of any provision of this -------- Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and shall execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity Authority of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of If any provision provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement be held to be nullillegal, void invalid or unenforceableunenforceable under any Applicable Law, then such contravention or invalidity shall not invalidate the parties hereto entire Agreement. Such provision shall negotiate in good faith and execute and deliver an amendment be deemed to this Agreement in order, as nearly as possible, to effectuate, be modified to the extent permitted by lawnecessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the intent provision held to be invalid, and the rights and obligations of the parties hereto with respect to such provisionParties shall be construed and enforced accordingly.

Validity. The invalidity If any of the provisions of this Agreement shall be determined to be invalid or unenforceability of any provision unenforceable, in whole or in part, the remaining provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain be affected thereby and shall continue in full force and effect. In such a case, the event any Governmental Entity parties shall, and a court of competent jurisdiction holds any may, replace the invalid provision of this Agreement to be nullwith a legally permissible arrangement, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, which comes nearest to the extent permitted by law, the intent intended purpose of the parties hereto with respect to such invalid provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, each of which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, and the parties hereto shall negotiate in good faith and execute and deliver use commercially reasonable efforts to arrive at an amendment to this Agreement in order, as nearly as possible, to effectuate, accommodation which effectuates to the greatest extent permitted by law, legally permissible the intent of the parties hereto with respect to such the benefits and obligations of the invalid or unenforceable provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions of this Agreementhereof, which will remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to such provisionthe fullest extent possible.

Validity. The invalidity or unenforceability of If any provision of this Agreement shall not affect the validity is held invalid or enforceability unenforceable by any court of competent jurisdiction, the other provisions of this Agreement, which will Agreement shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to be null, void the extent not held invalid or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment . The Parties further agree to replace such invalid or unenforceable provision of this Agreement in order, as nearly as possible, to effectuatewith a valid and enforceable provision that will achieve, to the extent permitted by lawpossible, the intent purposes of the parties hereto with respect to such invalid or unenforceable provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity Authority of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect to such provisionpage.

Validity. The invalidity or unenforceability of any provision of in this Agreement shall not in no way affect the validity or enforceability of the any other provisions of this Agreementprovision. Moreover, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds if any provision of this Agreement is deemed to be nullinvalid or unenforceable or prohibited by applicable law, void or unenforceable, such provision shall be deemed severable from the parties hereto shall negotiate in good faith and execute and deliver an amendment to balance of this Agreement in order, as nearly as possible, to effectuate, and the validity of the remaining provisions shall be enforced to the fullest extent permitted allowed by law, law in the intent manner best calculated to fulfill the intentions of the parties hereto with respect to such provisionas expressed herein.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions provision of this Agreement, which will remain in full force and effect. In The parties intend that any offending provision will be enforced to the event fullest extent to which it is enforceable, that any Governmental Entity of competent jurisdiction holds any provision of unenforceable portion thereof be severed from this Agreement to be nullAgreement, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to that this Agreement in orderAgreement, as nearly as possiblemodified to sever any such unenforceable portion, to effectuate, will be enforced to the fullest extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity governmental entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of -------- this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall otherwise remain in full force and effect. In Moreover, if any one or more of the event any Governmental Entity of competent jurisdiction holds any provision of provisions contained in this Agreement is held to be nullexcessively broad as to duration, void scope or unenforceableactivity, the parties hereto such provisions shall negotiate in good faith be construed by limiting and execute and deliver an amendment reducing them so as to this Agreement in order, as nearly as possible, to effectuate, be enforceable to the maximum extent permitted by compatible with applicable law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of -------- this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, each of which will shall remain in full force and effect. In the event any Governmental Entity lieu of competent jurisdiction holds any such invalid or unenforceable provision there shall be automatically added as part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may possible and be null, void or unenforceable, the parties hereto shall negotiate in good faith valid and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, enforceable provided that such new provision (x) reflects the intent of the parties hereto with respect and (y) does not change the bargained for consideration or benefits to such provisionbe received by each party hereto.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in an acceptable manner to such provision.the end that transactions contemplated hereby are fulfilled to the extent possible. * * * * * 49

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity court of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect, provided, that the substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. In the event any Governmental Entity a court of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by lawapplicable Law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity governmental body of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event The parties agree that any Governmental Entity of competent jurisdiction holds any unenforceable provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuateshall, to the maximum extent permitted by law, be reformed and construed in a manner that so far as possible results in the intent same effect, or if such provision or term is not reformable then it shall be deemed not to be a part of the parties hereto with respect to such provisionthis Agreement.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity governmental entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In To the event extent that any Governmental Entity provision set forth herein is deemed by a court of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto said provision shall negotiate be enforced in good faith such form and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by lawdeemed lawful, as consistent with the intent of the parties hereto with respect to such provisionParties as expressed herein.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions of this Agreementhereof, which will remain in full force and effect. In the event Upon any Governmental Entity determination that any term or other provision is invalid or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible and, failing such provisionagreement, a court of competent jurisdiction shall be empowered to so modify this Agreement.

Validity. The invalidity or unenforceability of any provision of this -------- Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in an acceptable manner to such provision.the end that transactions contemplated hereby are fulfilled to the extent possible. * * * * *

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of court or other competent jurisdiction authority holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith the execution and execute and deliver delivery of an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision. 15.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity Body of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto Parties shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto Parties with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall will not affect the validity or enforceability of the any other provisions of this Agreementhereof, which will remain in full force and effect. In the event Upon any Governmental Entity determination that any term or other provision is invalid or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to such provisionthe fullest extent possible under applicable law.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of court or other competent jurisdiction authority holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith the execution and execute and deliver delivery of an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.. Each party agrees that, should any court or

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, and the parties hereto shall negotiate endeavor in good faith and execute and deliver an amendment negotiations to this Agreement in orderreplace such invalid, as nearly as possible, to effectuate, to illegal or unenforceable provision with one or more provisions that faithfully reflect the extent permitted by law, the original economic intent of the parties hereto with respect to such as manifested in the invalid, illegal or unenforceable provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity Authority of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by lawapplicable Law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by lawApplicable Law, the original intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.. b.

Validity. The invalidity or unenforceability of any provision of -------- this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, each of which will shall remain in full force and effect. In , provided that enforcement of such other provisions in the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent absence of the parties hereto with respect invalid or unenforceable provisions does not materially alter the benefit of the bargain to such provisionany party hereto.

Validity. The invalidity or of unenforceability of any provision provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of court or other competent jurisdiction authority holds any provision provisions of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith the execution and execute and deliver delivery of an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.provision and the economic

Validity. The invalidity If any court or unenforceability administrative body of competent jurisdiction shall find any provision of this Agreement to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the other provisions of this Agreement, which will Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement The Parties hereby agree to be null, void or unenforceable, the parties hereto shall negotiate attempt in good faith to substitute for any invalid or unenforceable provision, a valid and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, enforceable provision which achieves to the greatest extent permitted by lawpossible the economic, the intent legal and commercial objective of the parties hereto with respect to such invalid or unenforceable provision.

Validity. The invalidity or unenforceability of any -------- provision of this Agreement shall will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity governmental entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall will negotiate in good faith and will execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds If any provision of this Agreement is held to be null, void invalid or unenforceableunenforceable by any arbitrator or court of competent jurisdiction, the parties hereto shall negotiate in good faith and execute and deliver an amendment Parties intend that such portion be modified to this Agreement in order, as nearly as possible, to effectuate, make it enforceable to the maximum extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the any other provisions of this Agreement, each of which will shall remain in full force and effect. In Upon the event determination that any Governmental Entity term or other provision is invalid or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible to such provisionthe fullest extent permitted by applicable Laws in an acceptable manner to the end that the Merger is consummated to the extent possible.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of the any other provisions provision of this Agreement, which will shall remain in full force and effect. In the event Upon such determination that any Governmental Entity term or other provision is invalid, illegal or incapable of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceablebeing enforced, the parties hereto shall negotiate in good faith and execute and deliver an amendment to modify this Agreement in order, so as nearly as possible, to effectuate, to effect the extent permitted by law, the original intent of the parties hereto with respect as closely as possible to such provisionthe fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity court of competent jurisdiction or other authority holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

Validity. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed this Agreement shall be considered divisible as to such provision, and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from any of the parties to any other. The invalidity or unenforceability of any provision or provisions of this Agreement shall will not affect the validity or enforceability of the any other provisions provision of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.