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

Severability and Substitution of Valid Provisions. All provisions of this Agreement are severable, and this Agreement shall be 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 the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 is deemed to be unenforceable by virtue of its scope in terms of geographic area, activity prohibited, or length of time, but would be enforceable by reducing any of its terms, MASTER LICENSEE and LICENSOR agree that 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. If any applicable and 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 provision or System Standard to the extent required to be valid and enforceable or to delete the unlawful provision in its entirety. Such modifications to this Agreement shall be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.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. All provisions Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion of this Agreement are severableis held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent jurisdiction in a proceeding to which the Company is a party, no such ruling shall impair the operation of, or have any other effect upon, such other portions of this Agreement, each of 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 shall be interpreted and enforced as from the date the time for appeal expires, if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 Master Franchisor is deemed to be unenforceable by virtue of its scope in terms of geographic area, activity prohibiteda party thereto, or length otherwise upon Master Franchisor's receipt of time, but would be enforceable by reducing any a notice of its terms, MASTER LICENSEE and LICENSOR agree that such provision shall be enforced to non-enforcement thereof from the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is soughtCompany. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of this AgreementAgreement than is required hereunder, or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes specification, standard or operating procedure prescribed by the Company is invalid, invalid or unenforceable, or unlawful, the prior notice and/or other action required by the such law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreementprovisions hereof, and LICENSOR the Company shall have the right right, in its sole discretion, to modify such invalid or unenforceable provision provision, specification, standard or System Standard operating procedure to the extent required to be make the same valid and enforceable enforceable. Master Franchisor 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 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 delete be unenforceable in a final decision to which the unlawful provision in its entiretyCompany 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 effective only in such jurisdiction, unless LICENSOR the Company 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. If any provision of this Agreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial action, legislation or other government action, COMPANY may, if it believes in its sole discretion that the continuation of this Agreement would not be in its best interests, terminate this Agreement effective upon sixty (60) days' prior written notice to DEVELOPER. All other provisions of this Agreement are severable, severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 is the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed to be unenforceable by virtue of its their scope in terms of geographic area, business activity prohibited, or length of time, but would may be made enforceable by reducing reductions or alterations of either or any of its termsthereof, MASTER LICENSEE DEVELOPER and LICENSOR COMPANY agree that such provision same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of this AgreementAgreement than is required hereunder, or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes specification, standard or operating procedure prescribed by COMPANY is invalid, invalid or unenforceable, or unlawful, the prior notice and/or other action required by the such law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreementprovisions hereof, and LICENSOR COMPANY shall have the right right, in its sole discretion, to modify such invalid or unenforceable provision provision, specification, standard or System Standard operating procedure to the extent required to be valid and enforceable or to delete the unlawful provision in its entiretyenforceable. Such modifications to this Agreement shall be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, jurisdiction and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. All provisions Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement are is severable, and this Agreement shall if, for any reason, any part is held to be interpreted and enforced as if all completely invalid or unenforceable provisions were contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not contained in impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent If any covenant that any exclusive dealing provision in Section 10 restricts competitive activity is deemed to be unenforceable by virtue of its scope in terms of geographic area, business activity prohibited, or and/or length of time, but would be enforceable by reducing any of its termsif modified, MASTER LICENSEE you and LICENSOR we agree that such provision 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. If any applicable and binding law or rule of any jurisdiction requires more notice than this Agreement requires of the termination 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 LICENSOR prescribes is invalid, unenforceable, or unlawful, the prior notice and/or other action required by the law or rule shall will be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements provisions of this Agreement, and LICENSOR shall have we may modify the right to modify such invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or to delete the unlawful provision in its entirety. Such modifications You agree to be bound by any promise or covenant imposing the maximum duty the law permits that is subsumed within any provision of this Agreement shall be effective only Agreement, as though it were separately articulated in such jurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictionsa part of this Agreement.

Severability and Substitution of Valid Provisions. All provisions Except as expressly provided to the contrary elsewhere herein, each section, part, term and/or provision of this Agreement are severable, and this Agreement shall be interpreted considered severable and enforced shall be construed as if independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all completely or any part of any section, part, term and/or provision herein is held to be invalid, unenforceable, or in conflict with any applicable law by a court or properly convened arbitrators having valid jurisdiction in an unappealed final decision to which Franchisor is a party or by which Franchisor may be bound, such holding shall not impair the operation of, or have any other effect upon, any other section, part, term and/or provision of this Agreement as may remain otherwise valid and enforceable, and the latter shall continue to be given full force and effect and bind the parties hereto, and said invalid or unenforceable provisions were not contained in this Agreement. Partially valid and enforceable sections, parts, terms and/or provisions shall be enforced deemed limited by construction in scope and effect to the minimum extent possible to render the same valid and enforceable. To the extent that any exclusive dealing provision restrictive covenant contained in Section 10 this Agreement is deemed to be unenforceable by virtue because of its scope in terms of geographic area, activity prohibited, or prohibited and/or length of time, but would be enforceable by reducing any of Developer and its terms, MASTER LICENSEE and LICENSOR Owners agree that such the unenforceable provision shall 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 in applicable to the jurisdiction in which enforcement is soughtcovenant's validity. If any applicable and 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 is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or any System Standard LICENSOR prescribes nonrenewal than 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 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 Manuals and LICENSOR shall any System Standard) invalid or unenforceable, then Franchisor will have the right right, in its sole discretion, to modify such invalid or unenforceable that provision or System Standard to the extent required necessary to make it valid and enforceable. Developer agrees to be valid and enforceable or to delete the unlawful bound by each provision in its entirety. Such modifications to of this Agreement shall to the greatest extent to which it may lawfully be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictionsbound.

Severability and Substitution of Valid Provisions. If any provision of this Agreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial action, legislation or other government action, COMPANY may, if it believes in its sole discretion that the continuation of this Agreement would not be in its best interests, terminate this Agreement effective upon sixty (60) days' written notice to LICENSE OWNER. All other provisions of this Agreement are severable, severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 is the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed to be unenforceable by virtue of its their scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but would may be made enforceable by reducing reductions or alterations of either or any of its termsthereof, MASTER LICENSEE LICENSE OWNER and LICENSOR COMPANY agree that such provision 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. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of this AgreementAgreement or refusal to grant a Successor License than is required hereunder, or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes specification, standard or operating procedure prescribed by COMPANY is invalid, invalid or unenforceable, or unlawful, the prior notice and/or other action required by the such law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreementprovisions hereof, and LICENSOR COMPANY shall have the right right, in its sole discretion, to modify such invalid or unenforceable provision provision, specification, standard, or System Standard operating procedure to the extent required to be valid and enforceable or to delete the unlawful provision in its entiretyenforceable. Such modifications to this Agreement shall be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. All provisions Except as expressly provided to the contrary in this Agreement, each section, paragraph, term and provision of this Agreement are will be considered severable, and if, for any reason, any provision is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which we are a party, that ruling will not impair the operation of, or have any other effect upon, the other portions of this Agreement shall that may remain otherwise intelligible, which will continue to be interpreted given full force and enforced as effect and bind the parties, although any portion held to be invalid will be deemed not to be a part of this Agreement from the date the time for appeal expires, if all completely invalid or unenforceable provisions were not contained you are a party to the proceeding, otherwise upon your receipt from us of a notice of non-enforcement. If any covenant in this Agreement. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 Agreement which restricts competitive activity is deemed to be unenforceable by virtue of its scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but would be enforceable by reducing any part or all of its termsit, MASTER LICENSEE you and LICENSOR we agree that such provision 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. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than is required under this Agreement requires of the termination of this AgreementAgreement or of our refusal to enter into a successor development agent agreement, or the taking of some other action that not required under this Agreement does not requireAgreement, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes operating standard is invalid, invalid or unenforceable, or unlawful, the prior notice and/or other action required by the law or rule shall will be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements provisions of this Agreement, and LICENSOR shall we will have the right right, in our sole discretion, to modify such the invalid or unenforceable provision or System Standard operating standard to the extent required to be valid and enforceable 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 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 operating standard, any portion or portions which a court or arbitrator may hold to delete be unenforceable in a final decision to which we are a party, or from reducing the unlawful provision in its entiretyscope of any promise or covenant to the extent required to comply with a court order or arbitration award. Such These modifications to this Agreement shall will be effective only in such that jurisdiction, unless LICENSOR elects we elect to give them greater applicability, and shall will be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. All provisions of this Agreement are severable, severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any the exclusive dealing provision provisions of Section 10 or the post-termination restrictive covenant set forth in Section 10 15.2 is deemed to be unenforceable by virtue of its scope in terms of geographic area, activity prohibited, prohibited or length of time, but would may be made enforceable by reducing reductions of any of its termsthem, MASTER LICENSEE Master Franchisee and LICENSOR Franchisor agree that such provision same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of this Agreement, Agreement than is required hereunder or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR prescribes specification, standard or operating procedure prescribed by Franchisor is invalid, invalid or unenforceable, or unlawful, the prior notice and/or or other action required by the such law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreementhereof, and LICENSOR Franchisor shall have the right right, in its sole discretion, to modify such invalid or unenforceable provision provision, specification, standard or System Standard operating procedure to the extent required to be valid and enforceable or to delete the unlawful provision in its entiretyenforceable. Such modifications to this Agreement shall be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, jurisdiction and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. All provisions Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if for any reason any such portion of this Agreement are severableis held to be invalid, and contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which 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 intelligible, which shall continue to be given full force and effect and bind the parties hereto, although any portion held to be invalid shall be interpreted and enforced as if all completely invalid or unenforceable provisions were deemed not contained in this Agreement. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 is deemed to be unenforceable by virtue a part of its scope in terms of geographic areathis Agreement from the date the time for appeal expires, activity prohibitedif LICENSEE is a party thereto, or length upon LICENSEE's receipt of time, but would be enforceable by reducing any a notice of its terms, MASTER LICENSEE and LICENSOR agree that such provision shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is soughtnonenforcement thereof from LICENSOR. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of or refusal to renew this AgreementAgreement than is required hereunder, or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement is invalid or any System Standard LICENSOR prescribes is invalid, unenforceable, or unlawful, the prior notice and/or other action required by the such law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable notice requirements of this Agreementhereof, and LICENSOR shall have the right right, in its sole discretion, to modify such invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or to delete the unlawful provision in its entiretyenforceable. Such modifications to this Agreement shall be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, applicability and shall be enforced as originally made and entered into in an all other jurisdictions.

Severability and Substitution of Valid Provisions. All provisions Except as expressly provided to the contrary elsewhere herein, each section, part, term and/or provision of this Agreement are severable, and this Agreement shall be interpreted considered severable and enforced shall be construed as if independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all completely or any part of any section, part, term and/or provision herein is held to be invalid, unenforceable, or in conflict with any applicable law by a court or properly convened arbitrators having valid jurisdiction in an unappealed final decision to which Franchisor is a party or by which Franchisor may be bound, such holding shall not impair the operation of, or have any other effect upon, any other section, part, term and/or provision of this Agreement as may remain otherwise valid and enforceable, and the latter shall continue to be given full force and effect and bind the parties hereto, and said invalid or unenforceable provisions were not contained in this Agreement. Partially valid and enforceable sections, parts, terms and/or provisions shall be enforced deemed limited by construction in scope and effect to the minimum extent possible to render the same valid and enforceable. To the extent that any exclusive dealing provision restrictive covenant contained in Section 10 this Agreement is deemed to be unenforceable by virtue because of its scope in terms of geographic area, activity prohibited, or prohibited and/or length of time, but would be enforceable by reducing any of Franchisee and its terms, MASTER LICENSEE and LICENSOR Owners agree that such the unenforceable provision shall 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 in applicable to the jurisdiction in which enforcement is soughtcovenant's validity. If any applicable and 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 is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or any System Standard LICENSOR prescribes nonrenewal than 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 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 Manuals and LICENSOR shall any System standard) invalid or unenforceable, then Franchisor will have the right right, in its sole discretion, to modify such invalid or unenforceable that provision or System Standard to the extent required necessary to make it valid and enforceable. Franchisee agrees to be valid and enforceable or to delete the unlawful bound by each provision in its entirety. Such modifications to of this Agreement shall to the greatest extent to which it may lawfully be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictionsbound.

Severability and Substitution of Valid Provisions. All provisions of this Agreement are severable, severable and this Agreement shall will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially herein and partially valid and enforceable provisions shall will be enforced to the extent valid and enforceable. To the extent that any the exclusive dealing provision provisions of Section 9 or the post-termination restrictive covenants set forth in Section 10 is 15.3 are deemed to be unenforceable by virtue of its their scope in terms of geographic area, activity prohibited, prohibited or length of time, but would may be made enforceable by reducing reductions of any of its termsthem, MASTER LICENSEE Master Franchisee and LICENSOR Franchisor agree that such provision shall same will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than this Agreement requires of the termination of this Agreement, Agreement than is required hereunder or the taking of some other action that this Agreement does not requirerequired hereunder, or if, if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard LICENSOR specification, standard or operating procedure Franchisor prescribes is invalid, invalid or unenforceable, or unlawful, the prior notice and/or or other action required by the such law or rule shall will be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreement, and LICENSOR shall Franchisor will have the absolute right to modify such invalid or unenforceable provision provision, specification, standard or System Standard operating procedure to the extent required to be valid and enforceable or to delete the unlawful provision in its entiretyenforceable. Such modifications to this Agreement shall will be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, jurisdiction and shall 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. All provisions Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, will be considered severable, and if, for any reason, any provision is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which we are a party, that ruling will not impair the operation of, or have any other effect upon, the other portions of this Agreement are severablethat may remain otherwise intelligible, which will continue to be given full force and effect and bind the parties hereto, although any portion held to be invalid will be deemed not to be a part of this Agreement shall be interpreted and enforced as from the date the time for appeal expires, if all completely invalid or unenforceable provisions were not contained you are a party thereto, otherwise upon your receipt from us of a notice of non-enforcement. If any covenant in this Agreement. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 Agreement which restricts competitive activity is deemed to be unenforceable by virtue of its scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but would be enforceable by reducing any of its termspart or all thereof, MASTER LICENSEE you and LICENSOR we agree that such provision 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. If any applicable and binding law or rule of any jurisdiction requires more a greater prior notice than is required under this Agreement requires of the termination of this AgreementAgreement or of our refusal to enter into a successor franchise agreement, or the taking of some other action that not required under this Agreement does not requireAgreement, 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, invalid or unenforceable, or unlawful, the prior notice and/or other action required by the law or rule shall will be substituted for CARIBOU MLA XX XXXXX (2004) the comparable requirements of this Agreementprovisions hereof, and LICENSOR shall we will have the right right, in our sole discretion, to modify such the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable 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 delete be unenforceable in a final decision to which we are a party, or from reducing the unlawful provision in its entiretyscope of any promise or covenant to the extent required to comply with a court order or arbitration award. Such These modifications to this Agreement shall will be effective only in such that jurisdiction, unless LICENSOR elects we elect to give them greater applicability, and shall will be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. All The provisions of this Agreement are deemed to be severable. If any court, and agency or other tribunal with proper jurisdiction in a proceeding to which we are a party holds, in a final unappealable ruling, that any part of this Agreement shall be interpreted is invalid or conflicts with any applicable law, that ruling will not affect that part of this Agreement unless and enforced as until: (1) if all completely you are party to that proceeding, the time for appeal expires; or (2) if you are not a party to that proceeding, we give you written notice that we will not enforce that part of 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 of the invalid or unenforceable provisions were not contained in part of this Agreement. Partially valid and enforceable provisions shall Agreement will be enforced that the invalid part(s) will be deleted from this Agreement or modified according to the extent valid ruling, and enforceablethe 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 any exclusive dealing provision in either Section 10 9 or Section 16.D. is deemed to be unenforceable by virtue because of its scope in terms of geographic area, activity prohibited, prohibited or length of time, but would be enforceable by reducing any of its terms, MASTER LICENSEE and LICENSOR you agree that such the unenforceable provision shall 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 which enforcement is soughtcovenant's validity. If any applicable and 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 is inconsistent with any law applicable to this Agreement or any System Standard LICENSOR prescribes the Franchise which requires a greater advance notice of the termination or nonrenewal of this Agreement than 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 under this Agreement, and LICENSOR shall 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. If any law applicable to this Agreement or the Franchise makes any provision of this Agreement (including any mandatory specification, standard or operating procedure we prescribe) invalid or unenforceable, then we will have the right right, in our sole discretion, to modify such invalid or unenforceable that provision or System Standard to the extent required necessary to make it valid and enforceable. You agree to be valid and enforceable or to delete the unlawful bound by each provision in its entirety. Such modifications to of this Agreement shall to the greatest extent to which you may lawfully be effective only in such jurisdiction, unless LICENSOR elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictionsbound.