Divisibility of Covenants Sample Clauses

Divisibility of Covenants. If any portion of the covenants set forth in this Section 10 are held to be invalid, unreasonable, arbitrary, or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. If any aspect of the restrictive covenants contained in this Section 10 is deemed by a court of competent jurisdiction to be too broad as to time, area or restricted activity, then such defective aspect shall be reduced to such scope as is reasonable and enforceable, and the restrictive covenant as so modified shall be enforceable by injunction or any other legal or equitable remedy.
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Divisibility of Covenants. The covenants of this Article 7 shall be ------------------------- regarded as divisible and shall be given the greatest operative effect possible. If any part of them is declared invalid or unenforceable in any respect, the validity and enforceability of the remainder shall not be affected. If the Restricted Activity, Restricted Area and/or Restricted Period, as provided herein, should be adjudged unreasonable in any judicial proceeding, then the Restricted Activity, Restricted Area and/or Restricted Period shall be reduced as is deemed necessary to allow this Article 7 to be enforced.
Sample 1Sample 2See All (5)
Divisibility of Covenants. If a court or arbitrator of competent jurisdiction determines that any of the restrictive covenants set forth in this Article 10 is unreasonable in nature, duration or geographic scope, then Resident agrees that such court or arbitrator shall reform such restrictive covenant so that such restrictive covenant is enforceable to the maximum extent permitted by law for a restrictive covenant of that nature, and such court shall enforce the restrictive covenant to that extent. The remaining restrictions in this Agreement shall be enforced independently of each other.
Sample 1Sample 2
Divisibility of Covenants. If any covenant in this Section 8.2 is determined by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy, such covenant will be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Executive.
Sample 1Sample 2
Divisibility of Covenants. If any aspect of the restrictive covenants contained in this Section 9 is deemed by a court of competent jurisdiction to be too broad as to time, area or restricted activity, then such defective aspect shall be reduced to such scope as is reasonable and enforceable, and the restrictive covenants as so modified shall be enforceable by injunction or any other legal or equitable remedy. The Company and Service Member agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.
Sample 1
Divisibility of Covenants. If any portion of the covenants set forth in this Paragraph is held to be unreasonable, unenforceable, arbitrary or against public policy, then such portion of such covenant shall be considered divisible as to time, geographical area and prohibited activities. Mentor and the Sales Representative agree that if any court of competent jurisdiction determines the specified time period, the specified geographical area or specified prohibited activities applicable to this Section is to be unreasonable, arbitrary or against public policy, then a lesser time period, geographical area or prohibited activities which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Sales Representative. Mentor and the Sales Representative agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by Mentor.
Sample 1
Divisibility of Covenants. If any covenant, restriction or other provision of this Agreement is found invalid or incapable of being enforced by reason of any law, rule or public policy, all other covenants, restrictions and provisions shall nonetheless remain in full force and effect, and no provision of this Agreement shall be dependent upon any other provision. The parties agree that the Restricted Geographical Area is divisible and that the restrictions upon your business activities in subparagraph 6 (c) above shall apply separately and distinctly to each state in the Restricted Geographical Area with the same force and effect as though such restrictions were separately expressed with respect to each and every State, and if such restrictions are held by any court to be unenforceable as to any particular state, such restrictions nevertheless shall be fully operative and enforceable with respect to each of the other state referred to in subparagraph 6(c) above. Notwithstanding anything to the contrary in this Agreement, if any of the covenants and restrictions set forth above is found to be invalid or incapable of being enforced for the reason that the duration or geographic area thereof is deemed by a court to be unreasonable, then the parties hereto authorize any court so declaring the covenant or restriction unreasonable to rewrite the same so as to change the duration or geographic area (or both) to the maximum time and area that the court may deem to be reasonable under the circumstances.
Sample 1
AutoNDA by SimpleDocs

Related to Divisibility of Covenants

  • Separability of Covenants The covenants contained in Section 8 hereof constitute a series of separate covenants, one for each applicable State in the United States and the District of Columbia, and one for each applicable foreign country. If in any judicial proceeding, a court shall hold that any of the covenants set forth in Section 8 exceed the time, geographic, or occupational limitations permitted by applicable laws, Executive and the Company agree that such provisions shall and are hereby reformed to the maximum time, geographic, or occupational limitations permitted by such laws. Further, in the event a court shall hold unenforceable any of the separate covenants deemed included herein, then such unenforceable covenant or covenants shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding. Executive and the Company further agree that the covenants in Section 8 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Executive against the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the covenants of Section 8.

  • Severability of Covenants The Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in duration and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions.

  • Duration of Covenants The covenants of the Current Issuer Cash Manager in Clause 10.1 (Covenants) shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Current Issuer and/or the Note Trustee arising from breach of any such covenant prior to the date of termination of this Agreement.

  • Severability of Covenants/Blue Pencilling If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.

  • Termination of Covenants The covenants set forth in this Section 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Liquidity Event, as such term is defined in the Restated Certificate, whichever event occurs first.

  • Enforceability of Covenants Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

  • Violation of Covenants Notwithstanding paragraph 13 of this Agreement, if Employee violates or threatens to violate any of the provisions of paragraphs 3 through 9 of this Agreement, the Company shall be entitled (without the need to post any bond) to a restraining order and/or an injunction to be issued by any court of competent jurisdiction, enjoining and restraining Employee, and each and every other person, partnership, corporation, association or other entity concerned therein, from continuing such violations or from rendering any services to any person, firm, corporation, association or other entity to whom such Confidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Employee recognizes that the violation or threatened violation of the provisions of paragraphs 3 through 9 of the Agreement may give rise to irreparable injury to the Company, which may not be adequately compensated by damages. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Employee. These obligations shall survive the termination of Employee’s employment.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Performance of Covenants Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

  • Suspension of Covenants (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture:

Time is Money Join Law Insider Premium to draft better contracts faster.