Acknowledgment, Enforceability Sample Clauses
The Acknowledgment, Enforceability clause serves to confirm that all parties recognize and agree that the contract is legally binding and enforceable. Typically, this clause requires each party to state that they have read, understood, and voluntarily entered into the agreement, and that no defenses exist to its enforceability. Its core function is to prevent future disputes over the validity of the contract, ensuring that all parties are bound by its terms and cannot later claim ignorance or lack of consent as a defense.
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Acknowledgment, Enforceability. Executive hereby acknowledges that the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable and are reasonably required for the protection of the Company’s Proprietary Information, Confidential Information and the goodwill associated with the Company’s business. Executive hereby further acknowledges that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any portion or provision of this Agreement is to any extent declared illegal, invalid or unenforceable by a court of competent jurisdiction, then this Agreement shall be deemed amended to modify or delete therefrom the portion thus declared illegal, invalid or unenforceable, and the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal, invalid or unenforceable, will not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope, geographic area, or temporal or functional coverage, such provision will be deemed to extend only over the maximum scope, geographic area or temporal and functional coverage as to which it may be enforceable, and the court shall revise the restriction contained in this Agreement to cover such maximum scope, geographic area and temporal and functional coverage. 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.
Acknowledgment, Enforceability. Executive acknowledges that, in exchange for the execution of the terms set forth in this Section 5, he has received substantial, valuable consideration, and that this Section 5 is the result of arms-length negotiations. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the restriction set forth in this Section.
(i) Executive agrees that the restrictions set forth above are ancillary to an otherwise enforceable agreement and supported by independent valuable consideration as required by Kansas law. Executive further agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the trade secrets, proprietary information, goodwill and other business interests of the Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the agreement set forth in this Section does not meet the criteria established by Kansas law, this Section may be reformed by the court and enforced to the maximum extent permitted under Kansas law.
(ii) This Section 5 shall survive any expiration, non-renewal or termination of the Agreement or any termination of Executive’s employment with the Bank. To the extent that any provision of this Section 5 conflicts with the terms or provisions of any other agreement between the Bank and Executive, the terms of this Section 5 shall control for the applicable restriction period thereafter.
(iii) All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of such covenants.
(iv) It is specifically agreed that any restriction period stated in this Section 5 during which the agreements and covenants of Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section.
Acknowledgment, Enforceability. GUARANTOR REPRESENTS AND WARRANTS TO LANDLORD THAT GUARANTOR HAS READ THE AGREEMENT AND THIS GUARANTY AND UNDERSTANDS THE CONTENT HEREOF, AND THAT THIS GUARANTY IS ENFORCEABLE AGAINST GUARANTOR IN ACCORDANCE WITH ITS TERMS.