Common use of Validity and Construction Clause in Contracts

Validity and Construction. If any provision of this Agreement or the -------------------------- application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal; provided, however, that the Company shall have no obligation to pay the termination pay provided for in Section 8 hereof (and Executive shall refund the gross amount of such termination pay which may have been previously paid) in the event that either of the covenant not to compete provided for in Section 10 hereof or the covenant against solicitation of employees and contractors provided for in Section 11 hereof is held to be unenforceable or otherwise given limited effect, in whole or in any material part. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.

Validity and Construction. If any provision of this Agreement or -------------------------- the -------------------------- application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal; provided, however, that the Company shall have no obligation to pay the termination pay provided for in Section 8 hereof (and Executive shall refund the gross amount of such termination pay which may have been previously paid) in the event that either of the covenant not to compete provided for in Section 10 hereof or the covenant against solicitation of employees and contractors provided for in Section 11 hereof is held to be unenforceable or otherwise given limited effect, in whole or in any material part. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.