Sample Clauses

Severability

Allows for parts of the contract to be considered separate so that if one part is found to be invalid or unenforceable, the rest of the contract can still remain in effect.

Drafting Tips

Include this clause to ensure that if part of the contract is invalidated, the rest remains enforceable. Clarify which sections this applies to if not all.
Sample Clauses
Source Master Repurchase Agreement [CALIBER HOME LOANS, INC.]
(2020-10-07) - DE - Finance Services

Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
Source Consulting Agreement [ALTAIR ENGINEERING INC.]
(2017-07-25) - DE - Services-Prepackaged Software

If any provision of this Agreement is held to be invalid, the remaining provisions shall continue to be valid and enforceable.
Source Securities Purchase Agreement [FINTECH ACQUISITION CORP]
(2016-11-14) - DE - Blank Checks

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
Source Commercial Lease Agreement [SKYWATER TECHNOLOGY, INC]
(2021-03-22) - DE - Semiconductors & Related Devices

Unenforceability of any provision contained in this Lease shall not affect or impair the validity of any other provision of this Lease.
Source Registration Statement (Investment Company) [2017 MANDATORY EXCHANGEABLE TRUST]
(2018-02-02) - NY -

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Source Option to Lease Agreement [ZENLABS HOLDINGS INC]
(2020-05-28) - A1 - Agricultural Production-Crops

If any provision of this document is held to be illegal, invalid, or unenforceable, it shall be severed from the document. In lieu of such provision, a similar provision that is legal, valid, and enforceable shall be added to the document.
Source Option to Lease Agreement [ZENLABS HOLDINGS INC]
(2020-05-28) - A1 - Agricultural Production-Crops

If any provision of this Lease, or the application of it to any party or circumstances, is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and the document shall be construed as if such illegal, invalid or unenforceable provision had never comprised a part thereof; the remaining provisions thereof shall remain in full effect and shall not be affected by the illegal, invalid, or unenforceable provision
Source Quarterly Financial Report (Form 10-Q) [FULL HOUSE RESORTS INC]
(2020-05-13) - DE - Hotels & Motels

If any provision of this Agreement is found to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not affect the legality, validity, or enforceability of the provision in any other circumstance. If feasible, the offending provision shall be modified to become legal, valid, and enforceable. If the offending provision cannot be modified, it shall be deleted from this Agreement. The illegality, invalidity, or unenforceability of any provision shall not affect the legality, validity, or enforceability of any other provision.
Source Retention Bonus Agreement [CLAIRES STORES INC]
(2017-06-09) - DE - Retail-Apparel & Accessory Stores

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any such terms, provisions, covenants and restrictions which may be hereafter declared invalid, illegal, void or unenforceable.
Source Lease Agreement Amendment [SAC TECHNOLOGIES INC]
(2019-04-01) - DE - Services-Prepackaged Software

If any clause or provision of this Amendment is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Amendment shall not be affected thereby. It is also the intention of the parties to this Amendment that in lieu of each clause or provision of this Amendment that is illegal, invalid or unenforceable, there be added, as a part of this Amendment, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
Source Limited Liability Company Agreement [TIMBERLINE RESOURCES CORP]
(2020-01-10) - DE - Gold and Silver Ores

If at any time any covenant or provision contained in this Agreement is deemed in a final, non-appealable ruling of the Arbitration Panel to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision as the Arbitration Panel has held to be valid and enforceable. Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement.
Source Master Service Agreement [CIRCLE OF WEALTH FUND III LLC]
(2019-06-03) - ID - Real Estate

If any provision of this Agreement is declared invalid or unenforceable, such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of this Agreement, and this Agreement will continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
Source Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement [TACTILE SYSTEMS TECHNOLOGY INC]
(2018-11-05) - DE - Surgical & Medical Instruments & Apparatus

Subject to Section 5(f) hereof, to the extent that any portion of any provision of this Agreement is held invalid or unenforceable, it will be considered deleted herefrom and the remainder of such provision and of this Agreement will be unaffected and will continue in full force and effect.
Source Severance Agreement [ONCOLIX, INC.]
(2017-08-29) - FL - Pharmaceutical Preparations

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
Source Sublease Agreement [DATADOG, INC.]
(2019-08-23) - DE - Services-Prepackaged Software

48. Severability. If any term, covenant, condition or provision of this Sublease or the application thereof to any circumstance or to any Person shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Sublease or the application thereof to any circumstances or to any Person other than those as to which any term, covenant, condition or provision is held invalid or unenforceable, shall not be affected thereby and each remaining term, covenant, condition and provision of this Sublease shall be valid and shall be enforceable to the fullest extent permitted by applicable Legal Requirements and/or Insurance Requirements.
Source Lease Agreement [EMBASSY BANCORP, INC.]
(2021-03-12) - PA - State Commercial Banks

In the event any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this Lease shall be valid and enforceable to the full extent permitted by law.
Source Share Purchase Agreement [HIGH TIDE INC.]
(2021-03-22) - Z4 - Retail-Retail Stores, NEC

Section 9.09 Severability. If any term or provision of this Agreement is determined to be illegal, invalid or incapable of being enforced by any court of competent jurisdiction, that term or provision will be severed from this Agreement and the remaining terms and provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Source Executive Employment Agreement [CORMEDIX INC.]
(2021-03-30) - DE - Pharmaceutical Preparations

In the event a court, arbitrator or other entity with jurisdiction determines that any portion of this Agreement (other than the general release clause) is invalid or unenforceable, the remaining portions of the Agreement shall remain in full force and effect.
Source Preferred Share Purchase Agreement [17 EDUCATION & TECHNOLOGY GROUP INC.]
(2020-10-20) - E9 - Services-Educational Services

If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of
Source Preferred Share Purchase Agreement [17 EDUCATION & TECHNOLOGY GROUP INC.]
(2020-10-20) - E9 - Services-Educational Services

This Agreement shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties' intent in entering into this Agreement.
Source Purchase and Sale Agreement [1ST STREIT OFFICE INC.]
(2018-12-26) - MD - Real Estate Investment Trusts

This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any term or provision of this Agreement or the application thereof to any person or circumstance shall for any reason and to any extent be held to be invalid or unenforceable, then such term or provision shall be ignored, and to the maximum extent possible, this Agreement shall continue in full force and effect, but without giving effect to such term or provision.