Equitable Modification Clause Samples

Equitable Modification. If any court or arbitrator of competent jurisdiction shall deem any provision in this Agreement too restrictive, the other provisions of this Agreement shall stand, and the court shall modify the unduly restrictive provision to the point of greatest restriction permissible by law. The parties hereto acknowledge and agree that any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association in accordance with the terms, conditions and procedures set forth in Section 12.16 of the LTIP (or any successor provision thereto). Notwithstanding the foregoing, to restrain you from violating the provisions of this Agreement contained under the headings “Non-Solicitation and Non-Competition” and “Confidentiality and Non-Solicitation & Non-Disparagement Agreements” (including the provisions included in the Additional Covenant Agreements), the Company shall be entitled to seek temporary or permanent injunctions in any court of competent jurisdiction. THE PARTIES HERETO UNDERSTAND THAT BY AGREEING TO ARBITRATE ANY OF THE FOREGOING CLAIM(S) (EXCEPT AS EXPRESSLY PROVIDED HEREIN), NEITHER PARTY WILL HAVE THE RIGHT TO HAVE SUCH CLAIM(S) DECIDED BY A JURY OR A COURT, BUT SHALL INSTEAD HAVE ANY SUCH CLAIM(S) DECIDED THROUGH ARBITRATION.

Equitable Modification. In the event a court of ---------------------- competent jurisdiction determines that the provisions of the restrictive covenants are excessively broad as to duration, geographical scope or activity, it is expressly agreed that the restrictive covenants shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Equitable Modification. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity or unenforceability, without invalidating the remainder of this Agreement, and shall be reformed and enforced to the maximum extent permitted under applicable law.

Equitable Modification. If any court of competent jurisdiction deems any provision in this Section 4 too restrictive, the other provisions will stand, and the court will modify the unduly restrictive provision to the point of greatest restriction permissible by law. To the extent Executive engages in any restricted activity during a Restricted Period, the court will: (i) extend the duration of the covenant by a period equal to the length of time from the last date of Executive’s employment with the company to the cessation of any such breach, or such other period as the court shall deem to be warranted by the equities; and (ii) order the destruction of any work product created by Executive, directly or indirectly, in violation of this Agreement.

Equitable Modification. If any part of the covenants contained in this Article X or the duration thereof is deemed too restrictive by a court of competent jurisdiction, the court may alter the covenants and/or duration to make the same reasonable under the circumstances, and each of Attollo and P▇▇▇▇▇▇▇▇▇ acknowledges and agrees that they shall be bound thereby.