Common use of Judicial Reformation Clause in Contracts

Judicial Reformation. The Shareholder acknowledges that, given the nature of the LifeQuest Parties' business, the covenants contained in Section 12.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' business and to protect their legitimate business interests. If, however, Section 12.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Lifequest Medical Inc)

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Judicial Reformation. The Shareholder acknowledges that, given the nature of the LifeQuest BCC Parties' business, the covenants contained in Section 12.1 13.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest BCC Parties' business and to protect their legitimate business interests. If, however, Section 12.1 13.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Billing Concepts Corp)

Judicial Reformation. The Shareholder Each Escrow Stockholder acknowledges that, given the nature of the LifeQuest BCC Parties' business, the covenants contained in Section 12.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest BCC Parties' business and to protect their legitimate business interests. If, however, Section 12.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Plan of Reorganization, Merger and Acquisition Agreement (Smith Michael R)

Judicial Reformation. The Shareholder acknowledges that, given the nature of the LifeQuest BICC Parties' business, the covenants contained in Section 12.1 13.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest BICC Parties' business and to protect their legitimate business interests. If, however, Section 12.1 13.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Billing Information Concepts Corp)

Judicial Reformation. The Shareholder acknowledges Seller and each of the Shareholders acknowledge that, given the nature of the LifeQuest Rush Parties' business, the covenants contained in Section 12.1 15.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Rush Parties' business and to protect their legitimate business interests. If, however, Section 12.1 15.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Judicial Reformation. The Shareholder Employee acknowledges that, given the nature of the LifeQuest Parties' Company's business, the covenants contained in Section 12.1 (a) above establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' Company's business and to protect their its legitimate business interests. If, however, Section 12.1 (a) above is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Employment Agreement (Interleukin Genetics Inc)

Judicial Reformation. The Shareholder Employee acknowledges that, given the nature future of the LifeQuest Parties' Company's business, the covenants contained in Section 12.1 8(a) establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' Company's business and to protect their its legitimate business interests. If, however, Section 12.1 8(a) is determined determines by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area areas as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Employment Agreement (Interleukin Genetics Inc)

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Judicial Reformation. The Shareholder Employee acknowledges that, given the nature of the LifeQuest Parties' Company’s business, the covenants contained in Section 12.1 8(a) establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' Company’s business and to protect their its legitimate business interests. If, however, Section 12.1 8(a) is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Employment Agreement (Interleukin Genetics Inc)

Judicial Reformation. The Seller and Shareholder acknowledges acknowledge that, given the nature of the LifeQuest Rush Parties' business, the covenants contained in Section 12.1 14.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Rush Parties' business and to protect their legitimate business interests. If, however, Section 12.1 14.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Judicial Reformation. The Shareholder Each of the Principals acknowledges that, given the nature of the LifeQuest Parties' business, the covenants contained in Section 12.1 14.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' business and to protect their legitimate business interests. If, however, Section 12.1 14.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Lifequest Medical Inc)

Judicial Reformation. The Shareholder Seller acknowledges that, given the nature of the LifeQuest Parties' Purchaser's business, the covenants contained in Section 12.1 13.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the LifeQuest Parties' Purchaser's and Rush's business and to protect their legitimate business interests. If, however, Section 12.1 13.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rush Enterprises Inc \Tx\)

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