Common use of Enforceability; Blue Pencil Clause in Contracts

Enforceability; Blue Pencil. Each of Seller and Purchaser recognizes that the territorial, time and scope limitations set forth in this Section 5.10 are reasonable and are properly required for the protection of Purchaser’s legitimate interest in client relationships, goodwill and trade secrets of the Business. In the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser and Seller agree, and each of them submits, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances. If such partial enforcement is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

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Enforceability; Blue Pencil. Each of the Seller and Purchaser recognizes Purchasers recognize that the territorial, time and scope limitations set forth in this Section 5.10 5.5 are reasonable and are properly required for the protection of Purchaser’s the Purchasers’ legitimate interest in client relationships, goodwill and trade secrets of the Toner Business. In the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser Purchasers and Seller agree, and each of them submits, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances. If such partial enforcement is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media Sciences International Inc)

Enforceability; Blue Pencil. Each of Seller Sellers and Purchaser recognizes Owners recognize that the territorial, time and scope limitations set forth in this Section 5.10 11(f) are reasonable and are properly required for the protection of PurchaserBuyer’s legitimate interest in client franchisee and supplier relationships, goodwill and trade secrets of the Business. In the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser Buyer, Sellers and Seller Owners agree, and each of them submitsSellers and Owners submit, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances. If such partial enforcement is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midas Inc)

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Enforceability; Blue Pencil. Each of Seller Selling Party and Purchaser recognizes that the territorial, time and scope limitations set forth in this Section 5.10 3.6 are reasonable and are properly required for the protection of Purchaser’s Purchasers' legitimate interest in client relationships, goodwill and trade secrets of the Business. In the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser Purchasers and Seller Selling Parties agree, and each of them submits, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances. If such partial enforcement is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

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