Common use of Modification of Covenant Clause in Contracts

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this Section 8.15 is reasonable and necessary to protect and preserve the Acquiror’s and its Affiliates’ legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 5.5 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 5.6 is reasonable and necessary to protect and preserve the Acquiror’s and its AffiliatesBuyers’ legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Sellers.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 5.1 or Section 5.2 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 Article V will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon Seller acknowledges and the Company acknowledges agrees that this Section 8.15 Article V is reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ legitimate business interestsinterests and the value of the Business and Assets.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 Sections 8.1 or 8.2 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area scope of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 Sections 8.1 or 8.2 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon Sections 8.1 and the Company acknowledges this Section 8.15 is 8.2 are reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ legitimate business interestsinterests and the value of the Purchased Assets and to prevent any unfair advantage conferred on the Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.3 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 6.3 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges The Restricted Parties each acknowledge this Section 8.15 6.3 is reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 10.2(a) is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 10.2 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 10.2 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Company and to prevent any unfair advantage conferred on Shareholder.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.3 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 6.3 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges Sellers acknowledge this Section 8.15 6.3 is reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ Affiliates legitimate business interests. Sellers also acknowledge that the Business and the business engaged in by the Purchaser and its Affiliates has a worldwide scope.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 10.2 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 10.2 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 10.2 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Sellers.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.5 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 section will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company Non-Compete Parties acknowledges that this Section 8.15 6.5 is reasonable and necessary to protect and preserve the Acquiror’s Parent's and its Affiliates’ ' legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 10.5 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 10.5 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 10.5 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 4.5 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 4.5 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 4.5 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Purchased Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.17 is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 6.17 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company Seller acknowledges this Section 8.15 6.17 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 ‎6.3 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 ‎6.3 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company The Seller acknowledges this Section 8.15 ‎6.3 is reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ Affiliates legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 5.07(a) is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 5.07 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 5.07 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 3.7 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 3.7 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 3.7 is reasonable and necessary to protect and preserve the AcquirorPurchaser’s and its Affiliates’ legitimate business interestsinterests and the value of the Purchased Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 9.1 through (c) is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 9 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 9 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.12(a) is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 6.12 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 6.12 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 10.6.1 through 10.6.2 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 10.6.3 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company acknowledges this This Section 8.15 10.6.3 is reasonable and necessary to protect and preserve the Acquiror’s and its Affiliates’ Buyer's legitimate business interestsinterests and the value of the Assets and to prevent any unfair advantage conferred on Seller.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 6.5 is invalid or unenforceable, then the Parties parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 section will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company Principal Shareholder acknowledges this Section 8.15 6.5 is reasonable and necessary to protect and preserve the Acquiror’s Parent's and its Affiliates’ ' legitimate business interests.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 8.15 3.4 is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 8.15 3.4 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of Topcon and the Company Owner acknowledges this Section 8.15 3.4 is reasonable and necessary to protect and preserve the AcquirorBuyer’s and its Affiliates’ legitimate business interestsinterests and that such party will not challenge the enforceability of such restrictions.