Reformation of Covenants. The parties agree that the scope of any provision of this Section may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any court of competent jurisdiction determines that any portion of this Section is invalid or unenforceable, the remainder of this Section will not thereby be affected and will be given full effect, without regard to invalid portions.
Reformation of Covenants. The Protective Covenants set forth in Section 10 constitute a series of separate but ancillary 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 Protective Covenants set forth in Section 10 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 provide for a restriction with the maximum time, geographic, or occupational limitations permitted by such laws to protect the Company’s business interests. 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.
Reformation of Covenants. Executive acknowledges that the covenants ------------------------ contained in Sections 2 and 3 are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be unenforceable because of the duration or scope thereof may be reformed by the court to reduce their duration or scope so as to render the same enforceable against Executive.
Reformation of Covenants. Weimar and the Sellers acknowledge that the covenants contained in ARTICLES 2 AND 3 are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be unenforceable because of the duration or scope thereof shall be reformed by the court to reduce their duration or scope so as to render the same enforceable against Weimar and the Sellers.
Reformation of Covenants. Compost acknowledges that the covenants contained in Sections 3 and 4 are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be unenforceable because of the duration or scope thereof shall be reformed by the court to reduce their duration or scope so as to render the same enforceable against Compost.
Reformation of Covenants. CARMICHAEL acknowledgxx xxxx xxe covenants contained in Sections 9 and 10 are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be unenforceable because of the duration or scope thereof shall be reformed by the court to reduce their duration or scope so as to render the same enforceable against CARMICHAEL.
Reformation of Covenants. If any court with jurisdiction over the parties holds, in a nonappealable final decision, any of the covenants of this Agreement to be equitably unenforceable because it is too broad in scope as to area, activity or time covered, the court may reduce the scope of such covenant to whatever extent it deems reasonable and appropriate to protect the interest of all the parties hereto. The parties further agrees that they shall be bound by the terms of such lesser covenant held by the court to be enforceable. Furthermore, if Xxxxxxx violates any of the covenants of Section 1 of this Agreement and Atria brings a legal action for injunctive relief, Atria shall not, as a result of the time involved in obtaining such relief, be deprived of the benefits of the full period of such covenant. Accordingly, the term of the covenants of Section 1 shall be deemed to have a duration specified in such covenant computed from the date such relief is granted, reduced by any time between when the period of restriction began to run and the date of first violation by xxxxxxx.
Reformation of Covenants. Shareholder acknowledges that the covenants contained in Sections 2 and 3 are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be unenforceable because of the duration or scope thereof shall be reformed by the court to reduce their duration or scope so as to render the same enforceable against Shareholder.
Reformation of Covenants. Purchaser, Sellers and Parent agree and stipulate that the agreements and covenants contained in Sections 2, 3 and 4 are fair and reasonable in light of all of the facts and circumstances of the relationship among Purchaser, Sellers and Parent. However, the parties are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Sections 2, 3 and 4, Purchaser, Sellers and Parent agree that in the event a court should decline to enforce the provisions of Sections 2, 3 and/or 4, that such Section(s) shall be deemed to be modified or reformed to restrict Person’s competition with Purchaser or its Affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable.
Reformation of Covenants. HoldCo and each Shareholder acknowledges that the covenants contained in Section 8.8 and Section 8.9 are reasonable in geographical and temporal scope and in all other respects, and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and Buyer. If any court, arbitration panel or other authority determines that any of such covenants, or any part thereof, are unenforceable, then such authority shall (a) reform such covenant only to the extent necessary to cause the limitations contained in such covenant as to time, geographical area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill or other business interest of, as applicable, Buyer and the Company, and (b) enforce the remainder of such covenants as reformed.
