Common use of Severability; Blue-Penciling Clause in Contracts

Severability; Blue-Penciling. The provisions, sections and paragraphs, and the specific terms set forth therein, of this Agreement (including Exhibit A) are severable, except as specifically provided to the contrary herein. If any provision, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Agreement, and the legality, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that as to himself, the restrictive covenants contained in the Covenants Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. It is the desire and intent of the parties that the Restrictive Covenants will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such Restrictive Covenant in the particular jurisdiction in which such adjudication is made.

Severability; Blue-Penciling. The provisions, sections and paragraphs, necessity of each of the restrictions set forth above and the specific terms nature and scope of each such restriction has been carefully considered, bargained for and agreed to by Company, Charys and Seller (each a "Party", and, collectively, the ----- "Parties"). The Parties hereby agree and acknowledge that the duration, scope ------- and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Seller for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it may be enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.

Severability; Blue-Penciling. The provisionsnecessity of each of the restrictions set forth above and the nature and scope of each such restriction has been carefully considered, sections bargained for and paragraphsagreed to by Company, Ayin Holding Company Inc., and Seller (each a "Party", ----- and, collectively, the specific terms "Parties"). The Parties hereby agree and acknowledge that ------- the duration, scope and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Seller for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it may be enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.

Severability; Blue-Penciling. The provisions, sections and paragraphs, and the specific terms set forth therein, of this Agreement (including Exhibit Annex A) are severable, except as specifically provided to the contrary herein. If any provision, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Agreement, and the legality, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, of this Agreement shall not be affected thereby. The Executive Employee acknowledges and agrees that as to himself, the restrictive covenants contained in the Covenants Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. It is the desire and intent of the parties that the Restrictive Covenants will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such Restrictive Covenant in the particular jurisdiction in which such adjudication is made.

Severability; Blue-Penciling. The provisionsnecessity of each of the restrictions set forth above and the nature and scope of each such restriction has been carefully considered, sections bargained for and paragraphsagreed to by Company, Ayin Holding Company Inc., and Seller (each a "Party", ----- and, collectively, the specific terms "Parties"). The Parties hereby agree and acknowledge that ------- the duration, scope and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Seller for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it maybe enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. sought Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.

Severability; Blue-Penciling. The provisions, sections and paragraphs, and the specific terms set forth therein, of this Agreement (including Exhibit A) are severable, except as specifically provided to the contrary herein. If any provision, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Agreement, and the legality, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that as to himself, the restrictive covenants contained in the Covenants Agreement (the “"Restrictive Covenants”") are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. It is the desire and intent of the parties that the Restrictive Covenants will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such Restrictive Covenant in the particular jurisdiction in which such adjudication is made.in

Severability; Blue-Penciling. The provisions, sections and paragraphs, necessity of each of the restrictions set forth above and the specific terms nature and scope of each such restriction has been carefully considered, bargained for and agreed to by Company, Charys and Seller (each a “Party”, and, collectively, the “Parties”). The Parties hereby agree and acknowledge that the duration, scope and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Seller for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it may be enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.

Severability; Blue-Penciling. The provisionsnecessity of each of the restrictions set forth above and the nature and scope of each such restriction has been carefully considered, sections bargained for and paragraphsagreed to by Company, Ayin Holding Company Inc., and Executive (each a "Party", ----- and, collectively, the specific terms "Parties"). The Parties hereby agree and acknowledge that ------- the duration, scope and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Executive for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it may be enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.

Severability; Blue-Penciling. The provisionsnecessity of each of the restrictions set forth above and the nature and scope of each such restriction has been carefully considered, sections bargained for and paragraphsagreed to by Company, Ayin Holding Company Inc., and Seller (each a "Party", and, collectively, the specific terms "Parties"). The Parties hereby agree and acknowledge that the duration, scope and geographic area applicable to each of the restrictions set forth therein, of in this Agreement (including Exhibit A) are severablefair, except as specifically reasonable and necessary. The consideration provided to for in the contrary herein. If any provisionStock Purchase Agreement, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a court to be illegal, invalid or unenforceable, that provision, section, paragraph or term shall not be a part of this Employment Agreement, and recited in this Agreement is sufficient and adequate to compensate Seller for agreeing to each of the legalityrestrictions contained in this Agreement. However, validity and enforceability of remaining provisions, sections and paragraphs, and all other terms therein, in the event that any portion of this Agreement shall not be affected thereby. The Executive acknowledges and agrees that determined by any court of competent jurisdiction to be unenforceable, including by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to himself, the restrictive covenants contained in the Covenants which it may be enforceable. Each provision and part of a provision of this Agreement (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of such Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portionsdeemed a separate and severable covenant. It is the desire and intent of the parties Parties that the Restrictive Covenants will provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which such enforcement is sought. Accordingly, if a court of competent jurisdiction is directed to modify any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended provision to the extent necessary in order that to render such provision be valid and enforceable, and if such amendment cannot be lawfully done, to apply sever any such portion of a provision, but only with respect such portion of a provision as necessary to cause the operation remaining provisions or portions of such Restrictive Covenant in the particular jurisdiction in which such adjudication is madeprovision to be enforceable.