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October 2, 2013 14:44
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Severability provision - original from http://www.law.com/corporatecounsel/PubArticleCC.jsp?id=1202621598864 with a HT to Ken Adams.
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| NOT YET EDITED | |
| If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the Party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation. |
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original from http://www.law.com/corporatecounsel/PubArticleCC.jsp?id=1202621598864 with a HT to Ken Adams here: http://www.adamsdrafting.com/a-new-article-on-severability-provisions/
My goal is to revise this to reflect the comments from Ken as well as improve the readability of the clause.
I was thinking about this issue with a recent contract where the other side had changed the default-ish provision that no one reads to reflect a desired modification. And then these links popped up -- Synchronicity isn't just an album by The Police.