Common use of Severability and Substitution of Valid Provisions Clause in Contracts

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Appears in 3 contracts

Samples: Areawide Cellular Inc, Areawide Cellular Inc, Areawide Cellular Inc

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Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER CELLULAR ONE or its Affiliate is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, enforceable which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERCELLULAR ONE. To the extent that Article XXIII Paragraphs 4 or XXIV hereof contains 20 contain or imposes impose a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER CELLULAR ONE agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER CELLULAR ONE and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Appears in 3 contracts

Samples: Agreement (Areawide Cellular Inc), Authorized Sales and Service Agreement (Areawide Cellular Inc), Agreement (Areawide Cellular Inc)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term section, paragraph, term, and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency agency, or other tribunal with of competent jurisdiction in a proceeding to which CARRIER the COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT FRANCHISEE is a party thereto, otherwise upon AGENTFRANCHISEE's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERthe COMPANY. To If any applicable and binding law or rule of any jurisdiction requires a greater period of notice of any proposed termination of the extent that Article XXIII Franchise than is required hereunder, or XXIV hereof contains the taking of some other action not required hereunder, or imposes a restriction upon AGENT that if under any applicable and binding law or regulation of any applicable jurisdiction, any provision of this Agreement or any format, specification, standard, method, or procedure required by the COMPANY is deemed unenforceable invalid or unenforceable, the period of notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the comparable provisions hereof, and the COMPANY shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term provision, format, specification, standard, method, or condition of Article XXIII or XXIV procedure to the extent required to be valid and enforceable. Such modifications FRANCHISEE agrees to be bound by any promise or covenant imposing the maximum duty permitted by law that is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from such provision, or any format, specification, standard, method, or procedure required by the COMPANY, any portion or portions that a court or other tribunal of competent jurisdiction may hold to be unenforceable in a final decision to which the COMPANY is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such an order. Any modification to this Agreement contemplated by this paragraph shall be effective only in such jurisdiction or jurisdictions as are specifically included within the authority of the court or other tribunal rendering the decision giving rise to such modification, unless the COMPANY elects to give such modification greater applicability, and this Agreement shall be required only enforced in the area directly affected by all other jurisdictions without regard to any such rulingmodification.

Appears in 2 contracts

Samples: Standard Franchise Agreement (Floridinos International Holdings Inc), Standard Franchise Agreement (Floridinos International Holdings Inc)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereincontrary, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, all of which shall continue to be given full force and effect and bind the Parties heretoparties to this Agreement, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, or otherwise upon AGENT's your receipt of a notice of nonenforcement non-enforcement thereof from CARRIERus. To the extent that Article XXIII any provision of Section 12D(8) or XXIV hereof contains or imposes a restriction upon AGENT that Section 16A is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be made enforceable by reducing any or all thereof, AGENT you and CARRIER we agree that same such provisions shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to renew this Agreement, than is required in this Agreement, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure we prescribe is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions of this Agreement, and we will have the right, in our sole discretion, to modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is contained within the terms of any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement, or any specification, standard or operating procedure that we prescribe, any portion or portions which a court may hold to be unenforceable in a final decision to which we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless we elect to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.

Appears in 2 contracts

Samples: Franchise Agreement (Davco Restaurants Inc), Franchise Agreement (Friendly Ice Cream Corp)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER SBMS or its Affiliate is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, enforceable which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's 'S receipt of a notice of nonenforcement thereof from CARRIERSBMS. To the extent that Article XXIII Paragraphs 4 or XXIV hereof contains 18 contain or imposes impose a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER SBMS agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER SBMS and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area Area directly affected by any such ruling.

Appears in 2 contracts

Samples: Authorized Agency Agreement (Cellstar Corp), Authorized Agency Agreement (Cellstar Corp)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT FRANCHISEE is a party thereto, otherwise upon AGENTFRANCHISEE's receipt of a notice of nonenforcement non enforcement thereof from CARRIERCOMPANY. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT FRANCHISEE and CARRIER COMPANY agree that the same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a successor franchise agreement to this Agreement than is required hereunder, or the taking of some other action not required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions hereof, and COMPANY shall have the right, in its sole discretion, to modify such invalid or unenforceable term or condition of Article XXIII or XXIV System Standard to the extent required to be valid and enforceable. FRANCHISEE agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any System Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which COMPANY is a party or from reducing the scope of any promise or covenant to the extent required to comply with such a court order or arbitration award. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless COMPANY elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions.

Appears in 2 contracts

Samples: Treats Franchise Agreement (Emc Group Inc /Fl), Treats Franchise Agreement (Emc Group Inc /Fl)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereinin this Agreement, each term Section, term, and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable final ruling issued by any court, agency agency, or tribunal with competent jurisdiction in a proceeding to which CARRIER Franchisor is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any . Any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT Franchisee is a party thereto, or otherwise upon AGENTFranchisee's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERFranchisor. To the extent that Article XXIII Section 7, or XXIV hereof contains any section, or imposes a restriction upon AGENT that portion, or clause thereof, is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could same may be made enforceable by reducing any or all thereof, AGENT Franchisee and CARRIER Franchisor agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice 'of the termination of or non-renewal of this Agreement than is required by this Agreement, or the taking of some other action not required by this Agreement, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard, or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions hereof, and Franchisor shall have the right, in its sole discretion, to modify such invalid or unenforceable term provision, specification, standard, or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. Franchisee agrees to and shall be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by Franchisor, any portion or portions which a court may hold to be unenforceable in a final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in the area directly affected by any such rulingjurisdiction, unless Franchisor elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Appears in 1 contract

Samples: Franchise Agreement (Itec Attractions Inc)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER BCN is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIERBCN. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER BCN agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER BCN and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling.

Appears in 1 contract

Samples: Authorized Agency Agreement (Lets Talk Cellular & Wireless Inc)

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Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER the COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT FRANCHISEE is a party thereto, and otherwise upon AGENTFRANCHISEE's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERthe COMPANY. To If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the extent that Article XXIII termination of this Agreement than is required hereunder, or XXIV hereof contains the taking of some other action not required hereunder, or imposes a restriction upon AGENT that if under any applicable and binding law or rule of any jurisdiction any provision of this Agreement or any specification, standard, or operating procedure prescribed by the COMPANY is deemed unenforceable invalid or unenforceable, the prior notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the comparable provisions hereof, and the COMPANY shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term provision, specification, standard, or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. FRANCHISEE agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by the COMPANY, any portion or portions which a court may hold to be unenforceable in a final decision to which the COMPANY is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in such jurisdiction, unless the area directly affected by any such rulingCOMPANY elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Appears in 1 contract

Samples: Franchise Agreement (MRS Fields Brand Inc)

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT DISTRIBUTOR is a party thereto, otherwise upon AGENTDISTRIBUTOR's receipt of a notice of nonenforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT DISTRIBUTOR that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT DISTRIBUTOR and CARRIER agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT DISTRIBUTOR shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in to the area extent directly affected by any such ruling.

Appears in 1 contract

Samples: Bobby Allison Wireless Corp

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is we are a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is you are a party thereto, ; otherwise upon AGENT's your receipt of a written notice of nonenforcement non- enforcement thereof from CARRIERus. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that If any covenant herein which restricts competitive activity is deemed unenforceable enforceable by virtue of its scope in terms of area, business activity prohibited and/or length or of time, but could would be enforceable by reducing any part or all thereof, AGENT you and CARRIER we agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER If any applicable and AGENT shall mutually agree to a modification binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a successor franchise agreement than is required hereunder, or the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by us is invalid or unenforceable term unenforceable, the prior notice and/or other action required by such law or condition of Article XXIII rule shall be substituted for the comparable provisions hereof, and we shall have the right, in our sole discretion, to modify such invalid or XXIV enforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable. Such modifications modification(s) to this Agreement shall be required effective only in the area directly affected such jurisdiction, unless we elect to give it greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions. You agree to be bound by any such rulingmodification to this Agreement.

Appears in 1 contract

Samples: Franchise Agreement

Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and condition provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof portion of this Agreement is held to be invalid, contrary to to, or in conflict with any applicable present or future law, law or regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER the COMPANY is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceableintelligible, which shall continue to be given full force and effect and bind the Parties parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT MARRIOTT is a party thereto, otherwise upon AGENTMARRIOTT's receipt of a notice of nonenforcement non-enforcement thereof from CARRIERthe COMPANY. To If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the extent that Article XXIII termination of this Agreement than is required hereunder, or XXIV hereof contains the taking of some other action not required hereunder, or imposes a restriction upon AGENT that if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by the COMPANY is deemed unenforceable invalid or unenforceable, the prior notice and/or other action required by virtue of its scope in terms of area, business activity prohibited and/or length such law or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same rule shall be enforced substituted for the comparable provisions hereof, and the COMPANY shall have the right, in its sole discretion, to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any modify such invalid or unenforceable term provision, specification, standard or condition of Article XXIII or XXIV operating procedure to the extent required to be valid and enforceable. MARRIOTT and the COMPANY agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by the COMPANY, any portion or portions which a court may hold to be unenforceable in a final decision to which the COMPANY is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modifications to this Agreement shall be required effective only in such jurisdiction, unless the area directly affected by any such rulingCOMPANY elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.

Appears in 1 contract

Samples: Joint Venture Agreement (MRS Fields Financing Co Inc)

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