Common use of Severability and Substitution of Valid Provisions Clause in Contracts

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER CELLULAR ONE or its Affiliate is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, enforceable which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERCELLULAR ONE. To the extent that Article XXIII Paragraphs 4 or XXIV hereof contains 20 contain or imposes impose a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER CELLULAR ONE agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER CELLULAR ONE and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition The provisions of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held Agreement are deemed to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by severable. If any court, agency or other tribunal with competent proper jurisdiction in a proceeding to which CARRIER is we are a partyparty holds, in a final unappealable ruling, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date is invalid or conflicts with any applicable law, that ruling will not affect that part of this Agreement unless and until: (1) if you are party to that proceeding, the time for appeal expires, ; or (2) if AGENT is you are not a party theretoto that proceeding, otherwise upon AGENT's receipt we give you written notice that we will not enforce that part of a notice this Agreement and/or will modify this Agreement according to the ruling. In either case, we and you agree that the only effect of the ruling and our nonenforcement thereof of the invalid or unenforceable part of this Agreement will be that the invalid part(s) will be deleted from CARRIERthis Agreement or modified according to the ruling, and the parts of this Agreement which are meaningful after the deletion or modification of the invalid part will continue to be effective and bind you and us. To the extent that Article XXIII either Section 9 or XXIV hereof contains or imposes a restriction upon AGENT that Section 16.D. is deemed unenforceable by virtue because of its scope in terms of area, business activity prohibited and/or or length or of time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER you agree that same shall the unenforceable provision will be enforced deemed modified or limited to the extent and in the manner necessary to make that particular provision valid, and to make your obligations enforceable to the fullest extent permissible possible, under the laws and public policies applied in applicable to the jurisdiction in covenant's validity. If any provision of this Agreement is inconsistent with any law applicable to this Agreement or the Franchise which enforcement requires a greater advance notice of the termination or nonrenewal of this Agreement than is soughtrequired under this Agreement, or the taking of some other action which is not required by this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision of this Agreement or added to this Agreement. CARRIER and AGENT shall mutually agree If any law applicable to a modification this Agreement or the Franchise makes any provision of this Agreement (including any mandatory specification, standard or operating procedure we prescribe) invalid or unenforceable term or condition of Article XXIII or XXIV unenforceable, then we will have the right, in our sole discretion, to modify that provision to the extent required necessary to be make it valid and enforceable. Such modifications You agree to be bound by each provision of this Agreement shall to the greatest extent to which you may lawfully be required only in the area directly affected by any such rulingbound.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER SBMS or its Affiliate is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, enforceable which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's 'S receipt of a notice of nonenforcement thereof from CARRIERSBMS. To the extent that Article XXIII Paragraphs 4 or XXIV hereof contains 18 contain or imposes impose a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER SBMS agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER SBMS and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area Area directly affected by any such ruling.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term section, paragraph, term, and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency agency, or other tribunal with of competent jurisdiction in a proceeding to which CARRIER the COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT FRANCHISEE is a party thereto, otherwise upon AGENTFRANCHISEE's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERthe COMPANY. To If any applicable and binding law or rule of any jurisdiction requires a greater period of notice of any proposed termination of the extent that Article XXIII Franchise than is required hereunder, or XXIV hereof contains the taking of some other action not required hereunder, or imposes a restriction upon AGENT that if under any applicable and binding law or regulation of any applicable jurisdiction, any provision of this Agreement or any format, specification, standard, method, or procedure required by the COMPANY is deemed unenforceable invalid or unenforceable, the period of notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the comparable provisions hereof, and the COMPANY shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term provision, format, specification, standard, method, or condition of Article XXIII or XXIV procedure to the extent required to be valid and enforceable. Such modifications FRANCHISEE agrees to be bound by any promise or covenant imposing the maximum duty permitted by law that is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from such provision, or any format, specification, standard, method, or procedure required by the COMPANY, any portion or portions that a court or other tribunal of competent jurisdiction may hold to be unenforceable in a final decision to which the COMPANY is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such an order. Any modification to this Agreement contemplated by this paragraph shall be effective only in such jurisdiction or jurisdictions as are specifically included within the authority of the court or other tribunal rendering the decision giving rise to such modification, unless the COMPANY elects to give such modification greater applicability, and this Agreement shall be required only enforced in the area directly affected by all other jurisdictions without regard to any such rulingmodification.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereincontrary, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, all of which shall continue to be given full force and effect and bind the Parties heretoparties to this Agreement, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, or otherwise upon AGENT's your receipt of a notice of nonenforcement non-enforcement thereof from CARRIERus. To the extent that Article XXIII any provision of Section 12D(8) or XXIV hereof contains or imposes a restriction upon AGENT that Section 16A is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be made enforceable by reducing any or all thereof, AGENT you and CARRIER we agree that same such provisions shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to renew this Agreement, than is required in this Agreement, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure we prescribe is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions of this Agreement, and we will have the right, in our sole discretion, to modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is contained within the terms of any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement, or any specification, standard or operating procedure that we prescribe, any portion or portions which a court may hold to be unenforceable in a final decision to which we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless we elect to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT FRANCHISEE is a party thereto, otherwise upon AGENTFRANCHISEE's receipt of a notice of nonenforcement non enforcement thereof from CARRIERCOMPANY. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT FRANCHISEE and CARRIER COMPANY agree that the same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a successor franchise agreement to this Agreement than is required hereunder, or the taking of some other action not required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions hereof, and COMPANY shall have the right, in its sole discretion, to modify such invalid or unenforceable term or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceable. FRANCHISEE agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any System Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which COMPANY is a party or from reducing the scope of any promise or covenant to the extent required to comply with such a court order or arbitration award. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless COMPANY elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. A. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER Licensor is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, intelligible which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT Licensee is a party thereto, otherwise upon AGENTLicensee's receipt of a notice of nonenforcement non-enforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT Licensor. B. Licensor and CARRIER Licensee agree that same if any provision of this Agreement may be construed in two ways, one of which would render the provision illegal or otherwise voidable or enforceable and the other of which would render the provision valid and enforceable, such provision shall be enforced to have the fullest extent permissible under the laws and public policies applied in the jurisdiction in meaning which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be renders it valid and enforceable. Such modifications to The language of each provision of this Agreement shall be required only in the area directly affected by any such rulingconstrued according to its fair meaning and not strictly against Licensor or Licensee.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of in this Agreement, each section, paragraph, term, and any portion thereofprovision of this Agreement is severable, shall be considered severable and if, for any reason, any such provision hereof part is held to be invalid, invalid or contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency agency, or tribunal with competent jurisdiction in a proceeding to which CARRIER is a partyjurisdiction, that ruling shall will not impair the operation of, or have otherwise affect, any other effect upon, such other portions of this Agreement as may remain otherwise enforceableAgreement, which shall will continue to be given have full force and effect and bind the Parties hereto, although parties. If any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIER. To the extent covenant that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited prohibited, and/or length or of time, but could would be enforceable by reducing any or all thereofif modified, AGENT you and CARRIER we agree that same shall the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is soughtwhose law determines the covenant’s validity. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires more notice than this Agreement requires of this Agreement’s termination or of our refusal to enter into a successor franchise agreement, or some other action that this Agreement does not require, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid, unenforceable, or unlawful, the notice and/or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable term provision or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceableenforceable or delete the unlawful provision in its entirety. Such modifications You agree to this Agreement shall be required only in the area directly affected bound by any such rulingpromise or covenant imposing the maximum duty the law permits that is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT DISTRIBUTOR is a party thereto, otherwise upon AGENTDISTRIBUTOR's receipt of a notice of nonenforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT DISTRIBUTOR that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT DISTRIBUTOR and CARRIER agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT DISTRIBUTOR shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in to the area extent directly affected by any such ruling.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, if for any reason, reason any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER LICENSOR is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT LICENSEE is a party thereto, otherwise or upon AGENTLICENSEE's receipt of a notice of nonenforcement thereof from CARRIERLICENSOR. To If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the extent that Article XXIII termination of or XXIV hereof contains refusal to renew this Agreement than is required hereunder, or imposes a restriction upon AGENT that the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement is deemed unenforceable invalid or unenforceable, the prior notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the notice requirements hereof, and LICENSOR shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term or condition of Article XXIII or XXIV provision to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless LICENSOR elects to give them greater applicability and shall be enforced as originally made and entered into an all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary elsewhere herein, each section, part, term and condition and/or provision of this Agreement, and any portion thereof, Agreement shall be considered severable and ifshall be construed as independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all or any such part of any section, part, term and/or provision hereof herein is held to be invalid, contrary to unenforceable, or in conflict with any applicable present law by a court or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent properly convened arbitrators having valid jurisdiction in a proceeding an unappealed final decision to which CARRIER Franchisor is a partyparty or by which Franchisor may be bound, that ruling such holding shall not impair the operation of, or have any other effect upon, such any other portions section, part, term and/or provision of this Agreement as may remain otherwise valid and enforceable, which and the latter shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be and said invalid or unenforceable sections, parts, terms and/or provisions shall be deemed not limited by construction in scope and effect to be a part of this Agreement from the date minimum extent possible to render the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERsame valid and enforceable. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that any restrictive covenant contained in this Agreement is deemed unenforceable by virtue because of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT Franchisee and CARRIER its Owners agree that same shall the unenforceable provision will be enforced deemed modified or limited to the extent and in the manner necessary to make that particular provision valid, and to make the obligations enforceable to the fullest extent permissible possible, under the laws and public policies applied applicable to the covenant's validity. If any provision of this Agreement is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or nonrenewal than is required under this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision(s) of or added to this Agreement. If any law applicable to this Agreement makes any provision of this Agreement (including any provision in the jurisdiction in which enforcement is sought. CARRIER Manuals and AGENT shall mutually agree to a modification of any System standard) invalid or unenforceable term or condition of Article XXIII or XXIV unenforceable, then Franchisor will have the right, in its sole discretion, to modify that provision to the extent required necessary to be make it valid and enforceable. Such modifications Franchisee agrees to be bound by each provision of this Agreement shall to the greatest extent to which it may lawfully be required only in the area directly affected by any such rulingbound.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, ; otherwise upon AGENT's your receipt of a written notice of nonenforcement non- enforcement thereof from CARRIERus. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant herein which restricts competitive activity is deemed unenforceable enforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT you and CARRIER we agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a successor franchise agreement than is required hereunder, or the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by us is invalid or unenforceable term unenforceable, the prior notice and/or other action required by such law or condition of Article XXIII rule shall be substituted for the comparable provisions hereof, and we shall have the right, in our sole discretion, to modify such invalid or XXIV enforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable. Such modifications modification(s) to this Agreement shall be required effective only in the area directly affected such jurisdiction, unless we elect to give it greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions. You agree to be bound by any such rulingmodification to this Agreement.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions All provisions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force are severable and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions will be enforced to the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERextent valid and enforceable. To the extent that Article XXIII the exclusive dealing provisions of Section 9 or XXIV hereof contains or imposes a restriction upon AGENT that is the post-termination restrictive covenants set forth in Section 15.3 are deemed unenforceable by virtue of its their scope in terms of geographic area, business activity prohibited and/or or length or of time, but could may be made enforceable by reducing reductions of any or all thereofof them, AGENT Master Franchisee and CARRIER Franchisor agree that same shall will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement than is required hereunder or the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure Franchisor prescribes is invalid or unenforceable, the prior notice or other action required by such law or rule will be substituted for the comparable requirements of this Agreement, and Franchisor will have the absolute right to modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement shall will be required effective only in the area directly affected by any such ruling.jurisdiction and will be enforced as originally made and entered into in all other jurisdictions. Muscle Maker Development International LLCMaster Franchise Agreement – Saudi Arabia1419.001.308072.5

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary elsewhere herein, each section, part, term and condition and/or provision of this Agreement, and any portion thereof, Agreement shall be considered severable and ifshall be construed as independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all or any such part of any section, part, term and/or provision hereof herein is held to be invalid, contrary to unenforceable, or in conflict with any applicable present law by a court or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent properly convened arbitrators having valid jurisdiction in a proceeding an unappealed final decision to which CARRIER Franchisor is a partyparty or by which Franchisor may be bound, that ruling such holding shall not impair the operation of, or have any other effect upon, such any other portions section, part, term and/or provision of this Agreement as may remain otherwise valid and enforceable, which and the latter shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be and said invalid or unenforceable sections, parts, terms and/or provisions shall be deemed not limited by construction in scope and effect to be a part of this Agreement from the date minimum extent possible to render the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERsame valid and enforceable. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that any restrictive covenant contained in this Agreement is deemed unenforceable by virtue because of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT Developer and CARRIER its Owners agree that same shall the unenforceable provision will be enforced deemed modified or limited to the extent and in the manner necessary to make that particular provision valid, and to make the obligations enforceable to the fullest extent permissible possible, under the laws and public policies applied applicable to the covenant's validity. If any provision of this Agreement is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or nonrenewal than is required under this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision(s) of or added to this Agreement. If any law applicable to this Agreement makes any provision of this Agreement (including any provision in the jurisdiction in which enforcement is sought. CARRIER Manuals and AGENT shall mutually agree to a modification of any System Standard) invalid or unenforceable term or condition of Article XXIII or XXIV unenforceable, then Franchisor will have the right, in its sole discretion, to modify that provision to the extent required necessary to be make it valid and enforceable. Such modifications Developer agrees to be bound by each provision of this Agreement shall to the greatest extent to which it may lawfully be required only in the area directly affected by any such rulingbound.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, subsection, paragraph, term and condition provision of this Agreement, and any portion thereof, shall will be considered severable severable, and if, for any reason, any such provision hereof is held to be invalid, invalid or contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall will not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall will continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall will be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, otherwise upon AGENT's your receipt from us of a notice of nonenforcement thereof from CARRIERnon-enforcement thereof. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT you and CARRIER we agree that same shall such covenant will be <PAGE> 43 enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement whose law is soughtapplicable to the validity of such covenant. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice than is required hereunder of the termination of this Agreement or of our refusal to enter into a successor franchise agreement, or the taking of some other action not required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid or unenforceable, the prior notice and/or other action required by such law or rule will be substituted for the comparable provisions hereof, and we will have the right to modify such invalid or unenforceable term provision or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceable. You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any System Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order or arbitration award. Such modifications to this Agreement shall will be required effective only in the area directly affected by any such rulingjurisdiction, unless we elect to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of in this Agreement, each section, paragraph, term and any portion thereof, shall provision of this Agreement will be considered severable severable, and if, for any reason, any such provision hereof is held to be invalid, invalid or contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall will not impair the operation of, or have any other effect upon, such any other portions of this Agreement as that may remain otherwise enforceableintelligible, which shall will continue to be given full force and effect and bind the Parties heretoparties, although any portion held to be invalid shall will be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party theretoparty, otherwise upon AGENT's your receipt from us of a notice of nonenforcement thereof from CARRIERnon-enforcement. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereofof it, AGENT you and CARRIER we agree that same shall the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement whose law is soughtapplicable to the covenant's validity. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of this Agreement's termination or of our refusal to enter into a successor license agreement, or the taking of some other action not required under this Agreement, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid or unenforceable, the prior notice and/or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we have the right to modify the invalid or unenforceable term provision or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceable. Such You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement, or any System Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which we are a party, or that results from reducing the scope of any promise or covenant to the extent required to comply with a court order or arbitration award. These modifications to this Agreement shall will be required effective only in the area directly affected by any such rulingthat jurisdiction, unless we elect to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall will be considered severable severable, and if, for any reason, any such provision hereof is held to be invalid, invalid or contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall will not impair the operation of, or have any other effect upon, such the other portions of this Agreement as that may remain otherwise enforceableintelligible, which shall will continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall will be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, otherwise upon AGENT's your receipt from us of a notice of nonenforcement thereof from CARRIERnon-enforcement. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant in this Agreement which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT you and CARRIER we agree that same shall the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement whose law is soughtapplicable to the validity of the covenant. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of the termination of this Agreement or of our refusal to enter into a successor franchise agreement, or the taking of some other action not required under this Agreement, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid or unenforceable, the prior notice and/or other action required by the law or rule will be substituted for the comparable provisions hereof, and we will have the right, in our sole discretion, to modify the invalid or unenforceable term provision or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceable. Such You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any System Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with a court order or arbitration award. These modifications to this Agreement shall will be required effective only in the area directly affected by any such rulingthat jurisdiction, unless we elect to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER the COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT MARRIOTT is a party thereto, otherwise upon AGENTMARRIOTT's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERthe COMPANY. To If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the extent that Article XXIII termination of this Agreement than is required hereunder, or XXIV hereof contains the taking of some other action not required hereunder, or imposes a restriction upon AGENT that if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by the COMPANY is deemed unenforceable invalid or unenforceable, the prior notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the comparable provisions hereof, and the COMPANY shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. MARRIOTT and the COMPANY agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by the COMPANY, any portion or portions which a court may hold to be unenforceable in a final decision to which the COMPANY is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in such jurisdiction, unless the area directly affected by any such rulingCOMPANY elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions All provisions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force are severable and effect and bind the Parties hereto, although any portion held to be invalid this Agreement shall be deemed interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERextent valid and enforceable. To the extent that Article XXIII the exclusive dealing provisions of Section 10 or XXIV hereof contains or imposes a restriction upon AGENT that the post-termination restrictive covenant set forth in Section 15.2 is deemed unenforceable by virtue of its scope in terms of geographic area, business activity prohibited and/or or length or of time, but could may be made enforceable by reducing reductions of any or all thereofof them, AGENT Master Franchisee and CARRIER Franchisor agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement than is required hereunder or the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice or other action required by such law or rule shall be substituted for the comparable requirements hereof, and Franchisor shall have the right, in its sole discretion, to modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereinin this Agreement, each term Section, term, and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable final ruling issued by any court, agency agency, or tribunal with competent jurisdiction in a proceeding to which CARRIER Franchisor is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any . Any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT Franchisee is a party thereto, or otherwise upon AGENTFranchisee's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERFranchisor. To the extent that Article XXIII Section 7, or XXIV hereof contains any section, or imposes a restriction upon AGENT that portion, or clause thereof, is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could same may be made enforceable by reducing any or all thereof, AGENT Franchisee and CARRIER Franchisor agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice 'of the termination of or non-renewal of this Agreement than is required by this Agreement, or the taking of some other action not required by this Agreement, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard, or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions hereof, and Franchisor shall have the right, in its sole discretion, to modify such invalid or unenforceable term provision, specification, standard, or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. Franchisee agrees to and shall be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by Franchisor, any portion or portions which a court may hold to be unenforceable in a final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless Franchisor elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER BCN is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERBCN. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER BCN agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER BCN and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions All provisions of this Agreement as may remain otherwise enforceableare severable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid this Agreement shall be deemed interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially valid and enforceable provisions shall be enforced to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERextent valid and enforceable. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that any exclusive dealing provision in Section 10 is deemed to be unenforceable by virtue of its scope in terms of geographic area, business activity prohibited and/or prohibited, or length or of time, but could would be enforceable by reducing any or all thereofof its terms, AGENT MASTER LICENSEE and CARRIER LICENSOR agree that same such provision shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires more notice than this Agreement requires of the termination of this Agreement, or some other action that this Agreement does not require, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes is invalid, unenforceable, or unlawful, the prior notice and/or other action required by the law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreement, and LICENSOR shall have the right to modify such invalid or unenforceable term provision or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceableenforceable or to delete the unlawful provision in its entirety. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.