Unenforceability; Severability. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.
Unenforceability; Severability. If a court of competent jurisdiction holds any clause or portion of this AGREEMENT to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this AGREEMENT would be defeated by loss of the invalid or unenforceable provision. To that end, this AGREEMENT shall be construed as not containing such clause and the provisions of this AGREEMENT are declared to be severable.
Unenforceability; Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority, to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.
Unenforceability; Severability. If any provision of this Agreement shall for any reason be held unenforceable, such provision to the extent enforceable shall be severed from this Agreement unless, as a result of such severance, the Agreement fails to reflect the basic intent of the parties. If the Agreement continues to reflect the basic intent of the parties, then the invalidity of such specific provision shall not affect the enforceability of any other provision herein, and the remaining provisions shall remain in full force and effect. If any covenant or restriction contained herein is determined by a court of law to be overly broad, thereby making the covenant unenforceable, the parties hereto agree, and it is their desire, that such court shall substitute a judicially enforceable limitation in its place, and that as so modified the covenant shall be binding upon the parties as if originally set forth herein.
Unenforceability; Severability. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, then the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties and remain in full force and effect. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby shall be consummated as originally contemplated to the fullest extent possible. Without limitation of the foregoing, the parties expressly agree and declare that the limitations contained in Article VI are reasonable in scope and duration, are properly required for the adequate protection of the other parties hereto and that, in the event either the scope or the duration of such limitations, or both, is or are deemed to be unreasonable by the final decision of a court of competent jurisdiction, then in any such event, LV Capital, the Corporation and the Majority Shareholders agree and submit to such revision or modification thereof as such court shall deem to be reasonable.
Unenforceability; Severability. If any term or condition of this Agreement shall be illegal, invalid or unenforceable, all other provisions hereof shall continue in full force and effect as if the illegal, invalid or unenforceable provision was not a part hereof. This Agreement constitutes the entire agreement between the parties and may not be amended, altered or modified unless in writing signed by the parties.
Unenforceability; Severability. If a court of competent jurisdiction over this Master License or any Schedule holds any provision in this Master License or any Schedule to be invalid or unenforceable with respect to either the City or Licensee, or any third parties to whom this Master License or any Schedule may become applicable or enforceable: (1) such provision or its application to such person, entity, or circumstance will be deemed severed from this Master License or such Schedule; (2) all other provisions in this Master License and each Schedule and their application to any person, entity or circumstance will not be affected; and (3) all other provisions in this Master License and each Schedule and their application to any person, entity, or circumstance will be valid and enforceable to the fullest extent permitted by Law, except to the extent that such enforcement would (a) be manifestly unreasonable or manifestly inequitable under all the circumstances or (b) undermine one or both parties’ fundamental purpose in entering this Master License or any Schedule.
Unenforceability; Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby shall be consummated as originally contemplated to the fullest extent possible.
Unenforceability; Severability. 42 9.13 Specific Performance.......................................42 9.14 Counterparts...............................................42 9.15 Insurance..................................................42 Schedules Schedule 4.1 Corporate Organization Schedule 4.2 Authorization; Noncontravention Schedule 4.3 Capitalization Schedule 4.4 Officers and Directors Schedule 4.5 SEC Reports Schedule 4.7 Undisclosed Liabilities Schedule 4.8 Inventory Schedule 4.9 Accounts Receivable Schedule 4.10 Property Schedule 4.11 Contracts Schedule 4.12 Intellectual Property Schedule 4.13 Legal Proceedings Schedule 4.14 Compliance With Law Schedule 4.15 Environmental Matters Schedule 4.16 Labor and Employment Matters Schedule 4.17 Taxes Schedule 4.18 Employee Benefit Plans Schedule 4.19 Customers and Suppliers Schedule 4.20 Absence of Changes Schedule 4.21 Insurance Schedule 4.22 Affiliate Transactions Schedule 4.23 Bank Accounts Schedule 4.24 Product Warranties Schedule 4.25 Accounts Payable Schedule 4.26 Brokers and Finders of the Company Schedule 4.27 Rights Plan Schedule 6.1(l) Officer Appointments Schedule 6.1(u) Vendor Trade Payables Schedule 6.1(w) Term Sheets Schedule 7.3 Indemnification Exhibits Exhibit A - Form of Warrant Exhibit B - Form of Amended and Restated By-Laws Exhibit C - Form of Stockholders Agreement Exhibit D - Form of Registration Rights Agreement Exhibit E - Form of Management Services Agreement Exhibit F - Form of Certificate of Designation Exhibit G - Form of Employment Agreement with Xxxxxxx Xxxxxx STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 18th day of June, 2003, by and among SUN ONE PRICE, LLC, a Delaware limited liability company (the "Purchaser"), and ONE PRICE CLOTHING STORES, INC., a Delaware corporation (the "Company"). Capitalized terms not defined when used are defined in Article I hereof.
Unenforceability; Severability. If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court or arbitrator of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect. If any restriction or limitation in this Agreement is deemed to be unreasonable, onerous and unduly restrictive by a court or arbitrator of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall remain effective to the maximum extent permissible.
