Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterTerm, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of hotel renovation, procurement of hotel furniture, fixtures and equipment, procurement and reordering of hotel operating supplies and equipment, the development of hotel properties or in any other business in which the Corporation is then engaged as of terminationin, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 21% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph Section 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph Section 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the term of this Agreement and in the event of termination of this Agreement (i) by Executive otherwise than for Employer Breach (as hereinafter defined) or (ii) by the Corporation for Cause (as hereinafter defined), for a period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, after such termination he will not (a) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, investor venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged in within or without the technology industry or United States of America in any other business in which that has products or provides services similar to those being developed or provided by the Corporation is engaged as during the term of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythis Agreement; (b) for himself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action together with others call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the CorporationGST Companies, to terminate his or her relationship with the CorporationGST Companies or retain such person. Nothing contained herein contained shall be deemed to prohibit Executive from (x) investing his funds funds, solely on a passive basis, in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-the- counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the CorporationGST Companies and are essential to the willingness of the Corporation to employ Executive, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 Section 11 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for two years Employer Breach (unless Executive as such term is terminated without defined herein) or (ii) by the Corporation for Cause in which case this covenant will not apply) thereafter(as such term is defined herein), for a further period ending one year after such termination, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry design, development, construction or operation of alternate access or other telecommunications networks, in providing long distance or other telecommunications services or in any other business in which the Corporation is GST Companies, or any of them, are engaged as during such period (each, a "Competing Business"), within the United States of termination, America (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which at the Corporation is time of such termination the GST Companies are actively planning for and/or pursuing a business opportunity, whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such Competing Business is in competition with a business of the GST Companies that has commenced operations, the revenues from such business of the GST Companies must have represented at least 10% of the combined revenues of the GST Companies during the 12-month period preceding such termination of this Agreement. For the purposes of this Agreement, the GST Companies will be deemed to be "actively planning and/or pursuing a business opportunity," if any such opportunity is at a given point in time under active consideration by management of one or more of the GST Companies and the GST Companies have expended not less than $100,000 in connection with such opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, agent or independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 13 are reasonable and necessary for the protection of the CorporationGST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 913, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive Employee agrees that during the period of his employment hereunder and for two (2) years (unless Executive Employee is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity which could reasonably be considered to be competitive to Airbee Wireless, Inc. that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive Employee from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and ExecutiveEmployee’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive Employee acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment this agreement hereunder, Executive agrees that during the period of his employment this agreement hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. (a) The following business entities shall be excluded from the applicability of this paragraph: Express Oil Services, or (y) owning securitiesL. L. C. and Petroleum Consolidators, regardless of amount, of the Corporation. Inc. Executive acknowledges that the provisions of this Paragraph 9 Section 11 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the short range wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.