Common use of Review and Enforcement Clause in Contracts

Review and Enforcement. Each Party has carefully read and considered the provisions of this Section 7.9, and having done so, agrees that the restrictions set forth in this Section 7.9 (including the time period of the restrictions and the geographical areas of restrictions set forth herein) are fair and reasonable and are reasonably required for the protection of the interests of the other Parties. Each member of the Selling Group further agrees that the ongoing business of the Acquired Companies has developed significant goodwill over the years, and they are agreeing to these restrictions in connection with sale of that goodwill and have received fair consideration in exchange for the covenants agreed by each member of the Selling Group under this Agreement. Buyer further agrees that it has received fair consideration in exchange for the covenants agreed by Buyer under this Agreement. In the event that, notwithstanding the foregoing, any part of the covenants set forth in this Section 7.9 are held to be invalid or unenforceable by a court of competent jurisdiction, the Parties agree that such invalid or unenforceable provision(s) may be severed or modified in this Agreement without, in any manner, affecting the remaining portions hereof (all of which shall remain in full force and effect). In the event that any provision of this Section 7.9 related to time period, areas, or activities of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period, area or activities such court deems reasonable and enforceable, said time period, area or activities of restriction shall be deemed modified to the minimum extent necessary to make the geographic or temporal restrictions or activities reasonable and enforceable.