The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision or part thereof shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law which renders any provision of this Agreement invalid or unenforceable in any respect. To the fullest extent permitted by Law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable: (a) the Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces; and (b) the remainder of this Agreement shall not be affected by such invalidity or unenforceability.