Common use of Remedies; Severability Clause in Contracts

Remedies; Severability. Notwithstanding anything herein to the contrary, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or thereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damages, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Torvec Inc), Securities Purchase Agreement (Torvec Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 8.10 above, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement, or any other agreement executed and delivered pursuant to this Agreement, by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 2 contracts

Sources: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrary, it It is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Monarch Dental Corp)

Remedies; Severability. Notwithstanding anything herein to the contrary, it It is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by lawLaw); provided, that following the Closing, Section 6.6 hereof shall control exclusively on remedies. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable lawApplicable Law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable lawApplicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Monotype Imaging Holdings Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 6.9, it is ---------------------- specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Boron Lepore & Associates Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 11.7, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by lawLaw). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable lawLaw, but if any provision (or part thereof) of this Agreement shall be deemed prohibited or invalid under such applicable lawLaw, such provision (or part thereof) shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Utstarcom Inc)

Remedies; Severability. Notwithstanding anything herein to the contrarySections 9.10 and 9.11 above, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement or any other agreement, document or instrument executed and delivered pursuant to this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Zalicus Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrary, it It is specifically understood and agreed that any breach of the provisions covenants of the Transaction Documents this Agreement, or any other agreement executed and delivered pursuant to this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable lawLaw(s), but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable lawLaw(s), such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Icg Group, Inc.)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 9(c), it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Registration Rights Agreement (Unica Corp)

Remedies; Severability. Notwithstanding anything herein to the contrarySection 7.9, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (International Microcircuits Inc)

Remedies; Severability. Notwithstanding anything herein Subject to the contraryprovisions of Section 7.3 hereof, it is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance in the federal or state courts in the State of Illinois (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Series a Convertible Preferred Stock Purchase Agreement (First Mercury Financial Corp)

Remedies; Severability. Notwithstanding anything herein to the contrary, it It is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by lawLaw). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable lawLaw, but if any provision (or part thereof) of this Agreement shall be deemed prohibited or invalid under such applicable lawLaw, such provision (or part thereof) shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Share and Asset Purchase Agreement (Utstarcom Holdings Corp.)

Remedies; Severability. Notwithstanding anything herein to the contrary, it It is specifically understood and agreed that any breach of the provisions of the Transaction Documents this Agreement by any Person subject hereto or thereto will result in irreparable injury to the other parties hereto or theretohereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have at law or in equity, including recovery of damageshave, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision (or part thereof) of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision (or part thereof) shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Vycom Corp.)