Severance and Reformation. The Company and Executive agree that the provisions of Section 11, including all subparts, are intended to strike the balance between Executive earning a livelihood and the Company protecting its legitimate business interests. The Parties have drafted the provisions of Section 11, including all subparts, to allow for enforcement. The Parties agree that should a court determine that any word, phrase, clause, sentence, paragraph, or other part of this Agreement is unreasonably broad in time, territory, or scope so as to render any remaining provisions unenforceable, the Parties desire the court to modify or strike the offending language in the narrowest way possible and enforce the remainder as if the offending language was not there, so that only reasonable restrictions are enforced.
Severance and Reformation. Should any provision of this Agreement be found by a court of competent jurisdiction to be invalid, unenforceable, or overbroad as a matter of any applicable law, Fidelity and Xxxxxx hereby expressly agree that it is their mutual intent that the provision, specifically including but not limited to any provision in Section 12, be judicially reformed so that, as reformed, it may be enforced consistent with the Parties’ original intent as set forth in this Agreement and to the maximum extent permitted by all applicable laws. Fidelity and Xxxxxx further agree that it is their mutual intent that only when an invalid or unenforceable provision cannot be so reformed may it be severed from this Agreement, with all remaining provisions continuing in full force and effect, and that any such severance shall be accomplished in a manner that maintains the fullest measure of this Agreement’s original language and the Parties’ original intent expressed herein. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Severance and Reformation. The parties shall cooperate to defend the enforceability and lawfulness of this MOS, the EFC Agreement and the LP Agreement, and all provisions thereof, against any action or challenge by any third party to have any part of them declared not enforceable or unlawful. If any provision of this MOS, the EFC Agreement and/or the LP Agreement, or the application of any such provision, is found by any court or other duly authorized tribunal, to be unlawful or not enforceable, such provision(s), or the application thereof, shall be severed, but in all other respects the remaining provisions of this MOS, the EFC Agreement and/or the LP Agreement, as the case may be, shall continue in full force and effect according to its terms, except as set forth below. Within thirty (30) days of such finding, the parties shall commence negotiations for the purpose of reforming the severed provision(s) of either or both, as the case may be, so as to make such provision(s) consistent with the findings of any such court or tribunal, and to preserve as fully as possible the intent of such provision(s) and the bargain of the parties. If the parties cannot reach a mutually acceptable negotiated reformation agreement within (30) days after the commencement of such negotiations, either Employer or Union may, at its sole and exclusive option, terminate and declare null and void, either the EFC Agreement or the LP Agreement, or both. If one or both of the EFC Agreement and/or the LP Agreement are terminated and declared null and void under this process, such termination shall be effective prospectively only, subject to applicable law; provided however, notwithstanding the above or anything else in this MOS to the contrary, the LP Agreement, as incorporated into and supplementing Local Collective Bargaining Agreements by way of the Memorandum of Agreement described and incorporated herein as MOS Appendix 3, shall continue to apply in full force and effect to all signatories to MOS Appendix 3 for its entire ten-year term.
