Common use of Partial Invalidity Clause in Contracts

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

Appears in 364 contracts

Samples: Loan and Security Agreement (SpartanNash Co), Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)

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

Appears in 163 contracts

Samples: Restricted Stock Unit Award Agreement (Mativ Holdings, Inc.), Share Unit Award Agreement (Mativ Holdings, Inc.), Term Incentive Plan Restricted Stock Unit Award Agreement (CDW Corp)

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

Appears in 58 contracts

Samples: Land and Water Conservation Fund Grant Agreement, Protection Agreement, Historical Resources Preservation Project Agreement

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

Appears in 30 contracts

Samples: Advertiser Listings Syndication Agreement, Advertiser Listings Syndication Agreement, Advertiser Listings Syndication Agreement

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

Appears in 24 contracts

Samples: Assumption and Modification Agreement, Assumption and Modification Agreement, Agreement to Purchase Real Estate (Corix Bioscience, Inc.)

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

Appears in 21 contracts

Samples: Asset Purchase Agreement (Lsi Industries Inc), Stock Purchase Agreement (First Financial Bancorp /Oh/), Agreement for Sale of Real Estate

Partial Invalidity. If In case any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain if such invalid, illegal, or unenforceable provision had never been contained herein, unless the particular deletion of the provision held of provisions would result in such a material change as to cause completion of the transactions contemplated herein to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunreasonable.

Appears in 14 contracts

Samples: Stock Purchase Agreement (Glucose Health, Inc.), Stock Purchase Agreement (Glucose Health, Inc.), Stock Purchase Agreement (Glucose Health, Inc.)

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

Appears in 13 contracts

Samples: Executive Severance and Change in Control Agreement (Usa Truck Inc), Noncompete Agreement (Quality Dining Inc), Noncompete Agreement (Priority Healthcare Corp)

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

Appears in 13 contracts

Samples: Exchange Rights Agreement (Starwood Hotel & Resorts Worldwide Inc), Exchange Rights Agreement (Starwood Hotel & Resorts Worldwide Inc), Formation Agreement (Angeles Participating Mortgage Trust)

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

Appears in 12 contracts

Samples: Asset Purchase Agreement (American Hospital Resources Inc), Agreement and Plan of Merger (Capstone Pharmacy Services Inc), Agreement and Plan of Merger (Capstone Pharmacy Services Inc)

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

Appears in 12 contracts

Samples: Loan and Security Agreement (Doe Run Resources Corp), Credit Agreement (Ecosystem Corp), Revolving Credit and Security Agreement (Salant Corp)

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

Appears in 12 contracts

Samples: Performance Share Award Agreement (Wells Fargo & Company/Mn), Performance Share Award Agreement (Wells Fargo & Company/Mn), Performance Share Award Agreement (Wells Fargo & Company/Mn)

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

Appears in 12 contracts

Samples: Agreement and Plan of Merger (AdLine Network, LLC), Agreement and Plan of Merger (Las Vegas Gaming Inc), Agreement and Plan of Merger (American Wagering Inc)

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

Appears in 12 contracts

Samples: Real Estate Purchase Agreement, Real Estate Purchase Agreement (Champion Industries Inc), Registration Rights Agreement (Corporate Office Properties Trust)

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

Appears in 11 contracts

Samples: Agreement Between City and Consultant, Agreement for Services (Waitlist, LLC), Agreement for Services (Waitlist, LLC)

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

Appears in 11 contracts

Samples: Loan and Security Agreement (Transit Group Inc), Loan and Security Agreement (Charming Shoppes Inc), Loan and Security Agreement (Quadrax Corp)

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

Appears in 10 contracts

Samples: Equity Incentive Plan Stock Option Agreement for Employees (Aptargroup, Inc.), Long Term Incentive Plan Stock Option Agreement (CDW Corp), Restricted Stock Unit Award Agreement (Biolase, Inc)

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

Appears in 10 contracts

Samples: Resale Solutions Switched Services Agreement (Gci Inc), Carrier Services Agreement (Startec Global Communications Corp), Services Agreement (Midcom Communications Inc)

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

Appears in 10 contracts

Samples: Master Agent Agreement (Powersource Corp), Telemarketing Agent Agreement (Powersource Corp), Telemarketing Agent Agreement (Powersource Corp)

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

Appears in 10 contracts

Samples: Terms of Services Agreement, ® Online Services Agreement, Teleflora Managed Services Agreement

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

Appears in 10 contracts

Samples: Loan Agreement (Kramont Realty Trust), Loan and Security Agreement (U S Vision Inc), Secured Loan Agreement (Pennsylvania Real Estate Investment Trust)

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

Appears in 10 contracts

Samples: And Consolidated Loan Agreement (Farmland Partners Inc.), Term Loan Agreement (Jernigan Capital, Inc.), Term Loan Agreement (Jernigan Capital, Inc.)

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

Appears in 8 contracts

Samples: Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.), Credit Agreement (Imax Corp)

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

Appears in 8 contracts

Samples: Debt Purchase Agreement (Grow Solutions Holdings, Inc.), Debt Purchase Agreement (KSIX Media Holdings, Inc.), Debt Purchase Agreement (Growlife, Inc.)

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

Appears in 7 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

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

Appears in 7 contracts

Samples: Contract of Sale (Smith & Wollensky Restaurant Group Inc), Agreement (Cedar Shopping Centers Inc), Contract of Sale (First Union Real Estate Equity & Mortgage Investments)

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

Appears in 7 contracts

Samples: Plan and Agreement (Cassco Capital Corp), Agreement of Purchase (CBQ Inc), Agreement of Purchase (CBQ Inc)

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

Appears in 6 contracts

Samples: Loan Agreement (Hudson Highland Group Inc), Credit Agreement (Data Systems & Software Inc), Loan Agreement (Raytel Medical Corp)

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

Appears in 6 contracts

Samples: Subscription Agreement, License Agreement, Subscription Agreement

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

Appears in 5 contracts

Samples: Collective Bargaining Agreement, Collective Bargaining Agreement, Collective Bargaining Agreement

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

Appears in 5 contracts

Samples: Loan Documents (Grupo TMM Sa), Fourth Modification of Loan Documents (Grupo TMM Sa), Loan Documents (Grupo TMM Sa)

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

Appears in 5 contracts

Samples: License and Royalty Sharing Agreement (Constar Inc), License Agreement (Constar Inc), License Agreement (Constar International Inc)

Partial Invalidity. If In case any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain if such invalid, illegal, or unenforceable provision had never been contained herein, unless the particular deletion of the provision held or provisions would result in such a material change as to cause completion of the transactions contemplated herein to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawunreasonable.

Appears in 5 contracts

Samples: Consulting Agreement (Provident American Corp), Stock Exchange Agreement (Provident American Corp), Employee and Facility Lease Agreement (Provident American Corp)

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

Appears in 5 contracts

Samples: User License Agreement, 2018 License Agreement, User License Agreement

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

Appears in 5 contracts

Samples: Agreement of Purchase and Sale (Renovare Environmental, Inc.), Agreement and Plan of Merger (Siga Technologies Inc), Agreement and Plan of Merger (Patient Infosystems Inc)

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

Appears in 5 contracts

Samples: Loan and Security Agreement (Ivi Checkmate Corp), Loan Agreement (RBX Corp), Security Agreement (Caprius Inc)

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

Appears in 5 contracts

Samples: Facility Use Agreement, Use and Maintenance Agreement, Facility Use Agreement

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

Appears in 5 contracts

Samples: Data Licence Agreement, Data Subscription Agreement, Data Subscription Agreement

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

Appears in 4 contracts

Samples: Tender" Escrow Agreement (First of Michigan Capital Corp), Sellers" Escrow Agreement (FMCC Acquisition Corp), Tender" Escrow Agreement (FMCC Acquisition Corp)

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

Appears in 4 contracts

Samples: Credit and Loan Agreement (Kos Pharmaceuticals Inc), Credit and Loan Agreement (Kos Pharmaceuticals Inc), And Loan Agreement (Kos Pharmaceuticals Inc)

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

Appears in 4 contracts

Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale, Purchase Agreement (First Capital Real Estate Trust Inc)

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Document Security Systems Inc), Asset Purchase Agreement (Document Security Systems Inc), Asset Purchase Agreement (Document Security Systems Inc)

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

Appears in 3 contracts

Samples: Financing Agreement (Servotronics Inc /De/), Loan and Security Agreement (GTY Technology Holdings Inc.), Note Purchase Agreement (Trump Entertainment Resorts Funding Inc)

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

Appears in 3 contracts

Samples: Merger Agreement (Telecomm Industries Corp), Merger Agreement (Telecomm Industries Corp), Merger Agreement (Telecomm Industries Corp)

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

Appears in 3 contracts

Samples: Loan and Security Agreement (Exabyte Corp /De/), Loan and Security Agreement (Wyant Corp), Bucyrus International Inc

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

Appears in 3 contracts

Samples: Wholesale Master Services Agreement, Wholesale Master Services Agreement (Communications Sales & Leasing, Inc.), Wholesale Master Services Agreement (Communications Sales & Leasing, Inc.)

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

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Dream Finders Homes, Inc.), Membership Interest Purchase Agreement (Dream Finders Homes, Inc.), Membership Interest Purchase Agreement (Dream Finders Homes, Inc.)

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

Appears in 3 contracts

Samples: First Amended International Distribution Agreement (Sulzer Medica Usa Holding Co), Option Agreement (Sulzer Medica Usa Holding Co), Sulzer Medica Usa Holding Co

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

Appears in 3 contracts

Samples: Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.), Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.), Security Agreement (Inland Real Estate Corp)

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

Appears in 2 contracts

Samples: Loan Agreement (Fernwood Partners Ii LLC), Subordination Agreement (Cyberguard Corp)

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

Appears in 2 contracts

Samples: Loan Purchase and Assumption Agreement (Americasbank Corp), Branch Purchase and Assumption Agreement (Americasbank Corp)

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

Appears in 2 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

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

Appears in 2 contracts

Samples: City Affiliate Program Agreement, Management Service Agreement

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

Appears in 2 contracts

Samples: Omnibus Services Agreement (Global Sports Inc), Omnibus Services Agreement (Global Sports Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Canandaigua National Corp), Asset Purchase Agreement (Canandaigua National Corp)

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

Appears in 2 contracts

Samples: Employment Agreement (Mobilepro Corp), Employment Agreement (Mobilepro Corp)

Partial Invalidity. If any provision of this Agreement shall for any reason be invalid, unenforceable or void, the provision which is held to be invalid so invalid, unenforceable or unenforceable, such invalidity or unenforceability void shall not impair or invalidate any of the other provisions of this Agreement as a wholeAgreement, but this Agreement which shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawin accordance with their respective terms.

Appears in 2 contracts

Samples: Stock Purchase Agreement (VCG Holding Corp), Production and Distribution Agreement (Ep Global Communications Inc)

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

Appears in 2 contracts

Samples: First Amended International Distribution Agreement (Tutogen Medical Inc), Sulzer Medica Usa Holding Co

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

Appears in 2 contracts

Samples: Loan and Security Agreement (WHX Corp), Loan and Security Agreement (Champion Enterprises Inc)

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

Appears in 2 contracts

Samples: Employment Agreement (Home State Holdings Inc), Employment Agreement (Home State Holdings Inc)

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

Appears in 2 contracts

Samples: Terms of Use Agreement, www.carouselindustries.com

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

Appears in 2 contracts

Samples: kalyx.com.au, kalyx.com.au

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

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Monro Muffler Brake Inc), Asset Purchase Agreement (Monro Muffler Brake Inc)

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

Appears in 2 contracts

Samples: License Agreement (Kuke Music Holding LTD), License Agreement (Kuke Music Holding LTD)

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

Appears in 2 contracts

Samples: Agreement for Sale, Agreement for Sale

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

Appears in 2 contracts

Samples: Consulting Agreement, Arboricultural Consulting Agreement

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

Appears in 2 contracts

Samples: HTM Agreement, Agreement Regarding Loan (Glimcher Realty Trust)

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

Appears in 2 contracts

Samples: Loan and Security Agreement (Vitamin Shoppe, Inc.), Loan and Security Agreement (Vitamin Shoppe, Inc.)

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

Appears in 2 contracts

Samples: Stock Option Agreement (OphthaliX, Inc.), Stock Option Agreement (OphthaliX, Inc.)

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

Appears in 2 contracts

Samples: Security and Pledge Agreement (Authentidate Holding Corp), Security and Pledge Agreement (Authentidate Holding Corp)

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

Appears in 2 contracts

Samples: Loan and Security Agreement (Gsi Group Inc), Loan and Security Agreement (Gsi Group Inc)

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

Appears in 2 contracts

Samples: Limited Liability Company Interest (En Pointe Technologies Inc), Purchase and Sale Agreement (Home Properties of New York Inc)

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

Appears in 2 contracts

Samples: Loan and Security Agreement (Delta Apparel Inc), Loan and Security Agreement (Dh Apparel Co Inc)

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

Appears in 2 contracts

Samples: General Security Agreement (Unidigital Inc), General Security Agreement (Unidigital Inc)

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

Appears in 2 contracts

Samples: Warrants Agreement (Pc Ephone Inc), Acquisition Agreement (Explore Technologies Inc)

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

Appears in 2 contracts

Samples: Referral Agency Agreement, Referral Agency Agreement

Partial Invalidity. If any provision of this Agreement is held to be invalid invalid, unlawful or unenforceableincapable of being enforced by reason of rule of law or public policy, such invalidity or unenforceability shall not invalidate all other provisions of this Agreement as a wholewhich can be given effect without such invalid, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid unlawful or unenforceable provisions shall, nevertheless, remain in full force and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable laweffect.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Iconic Brands, Inc.), Limited Liability Company Agreement (Iconic Brands, Inc.)

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

Appears in 2 contracts

Samples: Trademark Assignment and License Agreement (Embarq CORP), Trademark Assignment and License Agreement (Embarq CORP)

Partial Invalidity. If In the event that any provision one or more of the provisions contained in this Agreement is shall for any reason be held to be invalid invalid, illegal, or unenforceableunenforceable in any respect, such invalidity invalidity, illegality, or unenforceability shall not invalidate this Agreement as a wholeaffect any other provision hereof, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had not been contained herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (SAVVIS, Inc.), Loan and Security Agreement (Eco2 Plastics Inc)

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

Appears in 2 contracts

Samples: Exclusive License Agreement, Option Agreement

Partial Invalidity. If any provision of this Agreement is held to be found invalid or unenforceable, in whole or in part, by a court of competent jurisdiction or an arbitration tribunal, such invalidity provision shall be limited to the minimum extent necessary to render the same valid and enforceable, or unenforceability shall not invalidate be excised from this Agreement Agreement, as a wholecircumstances may require, but and this Agreement shall be construed as though it did if the provision had been incorporated into this Agreement as so limited, or as if the provision had not contain been included in this Agreement, as the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed case may be, and enforced only to such the maximum extent as shall be permitted by applicable law.

Appears in 1 contract

Samples: Marketing Agreement (Cardinal Ethanol LLC)

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

Appears in 1 contract

Samples: Service and License Agreement

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

Appears in 1 contract

Samples: Joint Venture Exit Agreement (Itxc Corp)

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

Appears in 1 contract

Samples: Transfer Agreement (Metris Companies Inc)

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

Appears in 1 contract

Samples: Pledge and Security Agreement (Logix Communications Enterprises Inc)

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

Appears in 1 contract

Samples: Radiology Services Provider Agreement

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

Appears in 1 contract

Samples: Supply Agreement (Nanophase Technologies Corporation)

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

Appears in 1 contract

Samples: espanolanmusa.org

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

Appears in 1 contract

Samples: General Security Agreement (SMTC Corp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Clarient, Inc)

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

Appears in 1 contract

Samples: Master Service Agreement

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

Appears in 1 contract

Samples: Loan and Security Agreement (Nei Webworld Inc)

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

Appears in 1 contract

Samples: Property Management Agreement

Partial Invalidity. If In the event one or more provisions of this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but and this Agreement shall be construed as though it did not contain the particular provision held to be invalid if such invalid, illegal, or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawprovision had not been contained in it.

Appears in 1 contract

Samples: Guaranty Agreement

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

Appears in 1 contract

Samples: Loan and Security Agreement (Stein Mart Inc)

Partial Invalidity. If any provision of this Agreement is held shall be ------------------ declared to be invalid or unenforceable, in whole or in part, such invalidity or and unenforceability shall not invalidate this Agreement as a whole, but this Agreement affect the remaining provisions hereof which shall be construed as though it did not contain the particular provision held to be invalid or unenforceable remain in full force and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.effect. [Signature Page Follows]

Appears in 1 contract

Samples: Employment Agreement (Cummer Moyers Holdings Inc)

Partial Invalidity. If any provision of this Agreement xxxx Xxxxxxxnt is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 108

Appears in 1 contract

Samples: Loan and Security Agreement (Anchor Glass Container Corp /New)

Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.. 1272

Appears in 1 contract

Samples: Term Loan and Security Agreement (Santana Products Inc.)

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

Appears in 1 contract

Samples: Technology Purchase and Royalty Agreement (Vuzix Corp)

Partial Invalidity. If 28.1 In the event that any provision of this Agreement is shall be held to be invalid or unenforceable, such the invalidity or unenforceability of such provision shall not invalidate affect other provisions hereof, which shall remain in force unless such partial nullity changes the major conditions of this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable lawAgreement.

Appears in 1 contract

Samples: Agreement on Distribution (Ballantyne of Omaha Inc)

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