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

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 and this Agreement shall be 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 the extent valid and enforceable. To the extent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, business activity prohibited, or length of time, but may be made enforceable by reductions or alterations of either or any thereof, DEVELOPER and COMPANY 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. If any applicable and 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 COMPANY 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 provision, specification, standard or operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement shall be effective only in such jurisdiction and shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. If any Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial actionAgreement, legislation or other government actionand any portion thereof, COMPANY mayshall be considered severable and if, if it believes in its sole discretion that the continuation for any reason, any such portion of this Agreement would is 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 with competent jurisdiction in a proceeding to which the COMPANY is a party, that ruling shall not be in its best interestsimpair the operation of, terminate this Agreement effective upon sixty (60) days' prior written notice to DEVELOPER. All or have any other provisions effect upon, such other portions of this Agreement are severable 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 deemed not to be a part of this Agreement shall be interpreted from the date the time for appeal expires, if FRANCHISEE is a party thereto, and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to otherwise upon FRANCHISEE's receipt of a notice of non-enforcement thereof from the extent valid and enforceable. To the extent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, business activity prohibited, or length of time, but may be made enforceable by reductions or alterations of either or any thereof, DEVELOPER and COMPANY 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 soughtCOMPANY. If any applicable and 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, jurisdiction any provision of this Agreement or any specification, standard standard, or operating procedure prescribed by the COMPANY 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 the COMPANY shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard standard, or operating procedure 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 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 effective only in such jurisdiction jurisdiction, unless 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 DEVELOPERLICENSE OWNER. All other 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 herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but may be made enforceable by reductions or alterations of either or any thereof, DEVELOPER LICENSE OWNER and 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. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement or refusal to grant a Successor License 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 COMPANY 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 provision, specification, standard standard, or operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement shall be effective only in such jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. If at any provision time during the License Term, (1) any governmental or other authority ("Agency") on or after the Effective Date requires any amendment to be made to this Agreement as a condition to the approval, acceptance, clearance, exemption, issue of comfort letter or registration of this Agreement; (2) either party, acting in good faith, at any time notifies the other that such notifying party considers that amendments to this Agreement or any related document are required to comply with or otherwise to take into account (a) applicable law, (b) changes in applicable law (including, without limitation, the enactment, amendment, expiry or repeal of any law, statute, rule or regulation), or (c) notices, decisions or judgments of any court or Agency; or (3) any court or Agency decides that all or any part of this Agreement relating to the in-term exclusive dealing covenants is declared or made may be void, invalid or unenforceable by judicial actionunenforceable, legislation or other government action, COMPANY maythen COMPANY, if it reasonably believes in its sole discretion that the continuation of this Agreement would not be in its best interests, may terminate this Agreement effective upon on giving sixty (60) days' prior days written notice to DEVELOPERLicensee and the provisions of Section 12 shall apply to any such termination. All During such sixty (60) day period, COMPANY and Licensee shall negotiate in good faith toward resolving COMPANY's objection to the continuance of this Agreement, but in no event shall such resolution alter the fee schedule provided in Section 3 hereof, or, in the reasonable judgment of COMPANY, materially adversely affect COMPANY'S rights or remedies under this Agreement. If COMPANY chooses not to exercise its option to so terminate this Agreement, then the following provisions shall apply: (1) COMPANY may provide to Licensee and Licensee shall then promptly execute and deliver back to COMPANY an addendum to this Agreement or other provisions appropriate document in form satisfactory to COMPANY (a) in order to give effect to the amendment required by the Agency as referred to in clause (i) above, or (b) considered by COMPANY as required as referred to in (ii) above, or (c) considered by COMPANY as a valid and enforceable replacement of as similar legal and economic effect as is permitted by applicable law of any term which is or may be void, invalid or unenforceable as referred to in (iii) above; and/or (2) any provision of this Agreement are severable and this Agreement shall be interpreted and enforced as if all completely that is void, invalid or unenforceable provisions were shall be severed from this Agreement to the extent that it is void, invalid or unenforceable (except that to the extent such provision can be modified as set forth in the second paragraph of this clause (2) below, such provision shall be so modified and not contained herein severed), and the remainder of this Agreement, including, without limitation, any partially valid and enforceable provisions provisions, shall be enforced to the extent valid and enforceable. To the extent the exclusive dealing covenants, post-transfer restrictive covenants or post-termination/post-expiration termination restrictive covenants contained herein in this Agreement are deemed unenforceable by virtue of their scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but may be made enforceable by reductions or alterations of either or any thereof, DEVELOPER Licensee and 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. If any applicable and 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 COMPANY 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 provision, specification, standard standard, or operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement shall be effective only in such jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Severability and Substitution of Valid Provisions. If any Except as expressly provided to the contrary in this Agreement, each section, paragraph, term and provision of this Agreement relating will be considered severable, and if, for any reason, any provision is held to the in-term exclusive dealing covenants is declared or made be invalid or unenforceable contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by judicial actionany court, legislation 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 government actioneffect upon, COMPANY may, if it believes in its sole discretion that the continuation other portions of this Agreement would that may remain otherwise intelligible, which will continue to be given full force and effect and bind the parties, although any portion held to be invalid will be deemed not to be in its best interests, terminate this Agreement effective upon sixty (60) days' prior written notice to DEVELOPER. All other provisions a part of this Agreement from the date the time for appeal expires, if you are severable and a party to the proceeding, otherwise upon your receipt from us of a notice of non-enforcement. If any covenant in this Agreement shall be 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 the extent valid and enforceable. To the extent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are which restricts competitive activity is deemed unenforceable by virtue of their its scope in terms of geographic area, business activity prohibited, or prohibited and/or length of time, but may would be made enforceable by reductions reducing any part or alterations all of either or any thereofit, DEVELOPER you and COMPANY 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. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of the termination of this Agreement than is required hereunderor of our refusal to enter into a successor development agent agreement, or the taking of some other action not required hereunderunder this Agreement, or if if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, operating standard or operating procedure prescribed by COMPANY is invalid or unenforceable, the prior notice and/or other action required by such the law or rule shall will be substituted for the comparable provisions hereofof this Agreement, and COMPANY shall we will have the right, in its our sole discretion, to modify such the invalid or unenforceable provision, specification, standard provision or operating procedure 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 operating 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 effective only in such jurisdiction that jurisdiction, unless 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. If any Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial actionAgreement, legislation or other government actionand any portion thereof, COMPANY mayshall be considered severable and if, if it believes in its sole discretion that the continuation for any reason, any such portion of this Agreement would is 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 in its best interests, terminate this Agreement effective upon sixty (60) days' prior written notice to DEVELOPER. All other provisions a part of this Agreement are severable and 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 herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, business activity prohibitedMaster Franchisor is a party thereto, or length otherwise upon Master Franchisor's receipt of time, but may be made enforceable by reductions or alterations a notice of either or any thereof, DEVELOPER and COMPANY agree that same 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 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 COMPANY the Company 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 the Company shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to be make the same valid and 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 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 effective only in such jurisdiction jurisdiction, unless the Company elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.