Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent jurisdiction in a proceeding to which the Company is a party, no such ruling shall impair the operation of, or have any other effect upon, such other portions of this Agreement, each of 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 Master Franchisor is a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from the Company. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of 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 specification, standard or operating procedure prescribed by the Company 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 the Company shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to make the same valid and enforceable. Master Franchisor 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 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 effective only in such jurisdiction, unless the Company 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
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and If any provision of this AgreementAgreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial action, and any portion thereoflegislation or other government action, shall be considered severable and ifCOMPANY may, for any reason, any such portion if it believes in its sole discretion that the continuation of this Agreement is held would not be in its best interests, terminate this Agreement effective upon sixty (60) days' prior written notice to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent jurisdiction in a proceeding to which the Company is a party, no such ruling shall impair the operation of, or have any DEVELOPER. All other effect upon, such other portions of this Agreement, each of 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 provisions of this Agreement from are severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to the date extent valid and enforceable. To the time for appeal expiresextent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, if Master Franchisor is a party theretobusiness activity prohibited, or otherwise upon Master Franchisor's receipt length of a notice time, but may be made enforceable by reductions or alterations of non-either or any thereof, DEVELOPER and COMPANY agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement thereof from the Companyis sought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of 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 specification, standard or operating procedure prescribed by the Company COMPANY 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 the Company COMPANY shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to make the same be valid and enforceable. Master Franchisor 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 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 effective only in such jurisdiction, unless the Company elects to give them greater applicability, jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion The provisions of this Agreement is held are deemed to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by severable. If any court, agency or other tribunal having competent with proper jurisdiction in a proceeding to which the Company is we are a partyparty holds, no such ruling shall impair the operation ofin a final unappealable ruling, or have that any other effect upon, such other portions of this Agreement, each of 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 is invalid or conflicts with any applicable law, that ruling will not affect that part of this Agreement unless and until: (1) if you are party to that proceeding, the time for appeal expires, ; or (2) if Master Franchisor is you are not a party theretoto that proceeding, we give you written notice that we will not enforce that part of this Agreement and/or will modify this Agreement according to the ruling. In either case, we and you agree that the only effect of the ruling and our nonenforcement of the invalid or otherwise upon Master Franchisorunenforceable part of this Agreement will be that the invalid part(s) will be deleted from this Agreement or modified according to the ruling, and the parts of this Agreement which are meaningful after the deletion or modification of the invalid part will continue to be effective and bind you and us. To the extent that either Section 9 or Section 16.D. is deemed unenforceable because of its scope in terms of area, activity prohibited or length of time, you agree that the unenforceable provision will be deemed modified or limited to the extent and in the manner necessary to make that particular provision valid, and to make your obligations enforceable to the fullest extent possible, under the laws applicable to the covenant's receipt of a notice of non-enforcement thereof from the Companyvalidity. If any provision of this Agreement is inconsistent with any law applicable and binding law to this Agreement or rule of any jurisdiction the Franchise which requires a greater prior advance notice of the termination or nonrenewal of this Agreement than is required hereunderunder this Agreement, or the taking of some other action which is not required hereunderby this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision of this Agreement or if under added to this Agreement. If any law applicable and binding law to this Agreement or rule of any jurisdiction, the Franchise makes any provision of this Agreement or (including any mandatory specification, standard or operating procedure prescribed by the Company is we prescribe) 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 the Company shall then we will have the right, in its our sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure that provision to the extent required necessary to make the same it valid and enforceable. Master Franchisor agrees You agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any each provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking any of Agreement to 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 greatest extent 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 you may lawfully be effective only in such jurisdiction, unless the Company elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictionsbound.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion All provisions of this Agreement is held are severable and this Agreement will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions will be enforced to the extent valid and enforceable. To the extent that the exclusive dealing provisions of Section 9 or the post-termination restrictive covenants set forth in Section 15.3 are deemed unenforceable by virtue of their scope in terms of geographic area, activity prohibited or length of time, but may be invalidmade enforceable by reductions of any of them, contrary to, or Master Franchisee and Franchisor agree that same will be enforced to the fullest extent permissible under the laws and public policies applied in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent the jurisdiction in a proceeding to which the Company enforcement is a party, no such ruling shall impair the operation of, or have any other effect upon, such other portions of this Agreement, each of 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 Master Franchisor is a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from the Companysought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement than is required hereunder, 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 the Company Franchisor prescribes is invalid or unenforceable, the prior notice and/or or other action required by such law or rule shall will be substituted for the comparable provisions hereofrequirements of this Agreement, and the Company shall Franchisor will have the right, in its sole discretion, absolute right to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to make the same be valid and enforceable. Master Franchisor 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 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 will be effective only in such jurisdiction, unless the Company elects to give them greater applicability, jurisdiction and this Agreement shall will be enforced as originally made and entered into in all other jurisdictions.. Muscle Maker Development International LLCMaster Franchise Agreement – Saudi Arabia1419.001.308072.5
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary elsewhere herein, each section, paragraphpart, term and and/or provision of this Agreement, and any portion thereof, Agreement shall be considered severable and ifshall be construed as independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all or any such portion part of this Agreement any section, part, term and/or provision herein is held to be invalid, contrary tounenforceable, or in conflict with any applicable present law by a court or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal properly convened arbitrators having competent valid jurisdiction in a proceeding an unappealed final decision to which the Company Franchisor is a partyparty or by which Franchisor may be bound, no such ruling holding shall not impair the operation of, or have any other effect upon, such any other portions section, part, term and/or provision of this AgreementAgreement as may remain otherwise valid and enforceable, each of which and the latter shall continue to be given full force and effect and bind the parties hereto, although any portion held to be and said invalid or unenforceable sections, parts, terms and/or provisions shall be deemed not limited by construction in scope and effect to be a part of the minimum extent possible to render the same valid and enforceable. To the extent that any restrictive covenant contained in this Agreement from is deemed unenforceable because of its scope in terms of area, activity prohibited and/or length of time, Franchisee and its Owners agree that the date unenforceable provision will be deemed modified or limited to the time for appeal expiresextent and in the manner necessary to make that particular provision valid, if Master Franchisor is a party theretoand to make the obligations enforceable to the fullest extent possible, or otherwise upon Master Franchisorunder the laws applicable to the covenant's receipt of a notice of non-enforcement thereof from the Companyvalidity. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of 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 is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or nonrenewal than is required under this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision(s) of or added to this Agreement. If any specification, standard or operating procedure prescribed by law applicable to this Agreement makes any provision of this Agreement (including any provision in the Company is Manuals and any System standard) 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 the Company shall then Franchisor will have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure that provision to the extent required necessary to make the same it valid and enforceable. Master Franchisor 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 each provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking any of Agreement to 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 greatest extent 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 it may lawfully be effective only in such jurisdiction, unless the Company elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictionsbound.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall will be considered severable severable, and if, for any reason, any such portion of this Agreement provision is held to be invalid, invalid or contrary to, to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having with competent jurisdiction in a proceeding to which the Company is we are a party, no such that ruling shall will not impair the operation of, or have any other effect upon, such the other portions of this AgreementAgreement that may remain otherwise intelligible, each of which shall will continue to be given full force and effect and bind the parties hereto, although any portion held to be invalid shall will be deemed not to be a part of this Agreement from the date the time for appeal expires, if Master Franchisor is you are a party thereto, or otherwise upon Master Franchisor's your receipt from us of a notice of non-enforcement thereof from enforcement. If any covenant in this Agreement which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length of time, but would be enforceable by reducing any part or all thereof, you and we agree that the Companycovenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law is applicable to the validity of the covenant. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of the termination of this Agreement than is required hereunderor of our refusal to enter into a successor franchise agreement, or the taking of some other action not required hereunderunder this Agreement, or if 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 System Standard is invalid or unenforceable, the prior notice and/or other action required by such the law or rule shall will be substituted for the comparable provisions hereof, and the Company shall we will have the right, in its our sole discretion, to modify such the invalid or unenforceable provision, specification, standard provision or operating procedure System Standard to the extent required to make the same be valid and enforceable. Master Franchisor agrees You 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 CompanySystem Standard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which the Company is we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court orderorder or arbitration award. Such These modifications to this Agreement shall will be effective only in such that jurisdiction, unless the Company elects we elect to give them greater applicability, and this Agreement shall will be enforced as originally made and entered into in all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion All provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that the exclusive dealing provisions of Section 10 or the post-termination restrictive covenant set forth in Section 15.2 is held deemed unenforceable by virtue of its scope in terms of geographic area, activity prohibited or length of time, but may be made enforceable by reductions of any of them, Master Franchisee and Franchisor agree that same shall be enforced to be invalid, contrary to, or the fullest extent permissible under the laws and public policies applied in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent the jurisdiction in a proceeding to which the Company enforcement is a party, no such ruling shall impair the operation of, or have any other effect upon, such other portions of this Agreement, each of 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 Master Franchisor is a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from the Companysought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement than is required hereunder, 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 the Company Franchisor is invalid or unenforceable, the prior notice and/or or other action required by such law or rule shall be substituted for the comparable provisions requirements hereof, and the Company Franchisor shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to make the same be valid and enforceable. Master Franchisor 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 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 effective only in such jurisdiction, unless the Company elects to give them greater applicability, jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, if for any reason, reason any such portion of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having with competent jurisdiction in a proceeding to which the Company LICENSOR is a party, no such that ruling shall not impair the operation of, or have any other effect upon, such other portions of this AgreementAgreement as may remain otherwise intelligible, each of 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 Master Franchisor LICENSEE is a party thereto, or otherwise upon Master FranchisorLICENSEE's receipt of a notice of non-enforcement nonenforcement thereof from the CompanyLICENSOR. If any applicable and 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 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 the Company is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions notice requirements hereof, and the Company LICENSOR shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure provision to the extent required to make the same be valid and enforceable. Master Franchisor 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 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 effective only in such jurisdiction, unless the Company LICENSOR elects to give them greater applicability, applicability and this Agreement shall be enforced as originally made and entered into in an all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereinin this Agreement, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall Agreement will be considered severable severable, and if, for any reason, any such portion of this Agreement provision is held to be invalid, invalid or contrary to, to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having with competent jurisdiction in a proceeding to which the Company is we are a party, no such that ruling shall will not impair the operation of, or have any other effect upon, such the other portions of this AgreementAgreement that may remain otherwise intelligible, each of which shall will continue to be given full force and effect and bind the parties heretoparties, although any portion held to be invalid shall will be deemed not to be a part of this Agreement from the date the time for appeal expires, if Master Franchisor is you are a party theretoto the proceeding, or otherwise upon Master Franchisor's your receipt from us of a notice of non-enforcement thereof from enforcement. If any covenant in this Agreement which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length of time, but would be enforceable by reducing any part or all of it, you and we agree that the Companycovenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law is applicable to the validity of the covenant. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of the termination of this Agreement than is required hereunderor of our refusal to enter into a successor development agent agreement, or the taking of some other action not required hereunderunder this Agreement, or if if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, operating standard or operating procedure prescribed by the Company is invalid or unenforceable, the prior notice and/or other action required by such the law or rule shall will be substituted for the comparable provisions hereofof this Agreement, and the Company shall we will have the right, in its our sole discretion, to modify such the invalid or unenforceable provision, specification, standard provision or operating procedure standard to the extent required to make the same be valid and enforceable. Master Franchisor agrees You 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 hereofof 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 hereofof this Agreement, or any specification, standard or operating procedure prescribed by the Companystandard, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which the Company is we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court orderorder or arbitration award. Such These modifications to this Agreement shall will be effective only in such that jurisdiction, unless the Company elects we elect to give them greater applicability, and this Agreement shall will be enforced as originally made and entered into in all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and If any provision of this AgreementAgreement relating to the in-term exclusive dealing covenants is declared or made invalid or unenforceable by judicial action, and any portion thereoflegislation or other government action, shall be considered severable and ifCOMPANY may, for any reason, any such portion if it believes in its sole discretion that the continuation of this Agreement is held would not be in its best interests, terminate this Agreement effective upon sixty (60) days' written notice to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent jurisdiction in a proceeding to which the Company is a party, no such ruling shall impair the operation of, or have any LICENSE OWNER. All other effect upon, such other portions of this Agreement, each of 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 provisions of this Agreement from are severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to the date extent valid and enforceable. To the time for appeal expiresextent the post-transfer restrictive covenants or post-termination/post-expiration restrictive covenants contained herein are deemed unenforceable by virtue of their scope in terms of geographic area, if Master Franchisor business activity prohibited and/or length of time, but may be made enforceable by reductions or alterations of either or any thereof, LICENSE OWNER and 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 a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from the Companysought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of this Agreement or refusal to grant a Successor License 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 the Company COMPANY 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 the Company COMPANY shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard standard, or operating procedure to the extent required to make the same be valid and enforceable. Master Franchisor 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 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 effective only in such jurisdiction, unless the Company elects to give them greater applicability, jurisdiction and this Agreement shall be enforced as originally made and entered into in all other jurisdictions.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary elsewhere herein, each section, paragraphpart, term and and/or provision of this Agreement, and any portion thereof, Agreement shall be considered severable and ifshall be construed as independent of any other section, part, term and/or provision of this Agreement. If, for any reason, all or any such portion part of this Agreement any section, part, term and/or provision herein is held to be invalid, contrary tounenforceable, or in conflict with any applicable present law by a court or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal properly convened arbitrators having competent valid jurisdiction in a proceeding an unappealed final decision to which the Company Franchisor is a partyparty or by which Franchisor may be bound, no such ruling holding shall not impair the operation of, or have any other effect upon, such any other portions section, part, term and/or provision of this AgreementAgreement as may remain otherwise valid and enforceable, each of which and the latter shall continue to be given full force and effect and bind the parties hereto, although any portion held to be and said invalid or unenforceable sections, parts, terms and/or provisions shall be deemed not limited by construction in scope and effect to be a part of the minimum extent possible to render the same valid and enforceable. To the extent that any restrictive covenant contained in this Agreement from is deemed unenforceable because of its scope in terms of area, activity prohibited and/or length of time, Developer and its Owners agree that the date unenforceable provision will be deemed modified or limited to the time for appeal expiresextent and in the manner necessary to make that particular provision valid, if Master Franchisor is a party theretoand to make the obligations enforceable to the fullest extent possible, or otherwise upon Master Franchisorunder the laws applicable to the covenant's receipt of a notice of non-enforcement thereof from the Companyvalidity. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of 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 is inconsistent with any law applicable to this Agreement which requires a greater advance notice of termination or nonrenewal than is required under this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision(s) of or added to this Agreement. If any specification, standard or operating procedure prescribed by law applicable to this Agreement makes any provision of this Agreement (including any provision in the Company is Manuals and any System Standard) 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 the Company shall then Franchisor will have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure that provision to the extent required necessary to make the same it valid and enforceable. Master Franchisor Developer agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any each provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking any of Agreement to 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 greatest extent 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 it may lawfully be effective only in such jurisdiction, unless the Company elects to give them greater applicability, and this Agreement shall be enforced as originally made and entered into in all other jurisdictionsbound.
Appears in 1 contract
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary herein, each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such portion All provisions of this Agreement are severable, and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement. Partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. To the extent that any exclusive dealing provision in Section 10 is held deemed to be invalidunenforceable by virtue of its scope in terms of geographic area, contrary toactivity prohibited, or length of time, but would be enforceable by reducing any of its terms, MASTER LICENSEE and LICENSOR agree that such provision shall be enforced to the fullest extent permissible under the laws and public policies applied in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal having competent the jurisdiction in a proceeding to which the Company enforcement is a party, no such ruling shall impair the operation of, or have any other effect upon, such other portions of this Agreement, each of 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 Master Franchisor is a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from the Companysought. If any applicable and binding law or rule of any jurisdiction requires a greater prior more notice than this Agreement requires of the termination of this Agreement than is required hereunderAgreement, or the taking of some other action that this Agreement does not required hereunderrequire, or if if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specificationSystem Standard LICENSOR prescribes is invalid, standard unenforceable, or operating procedure prescribed by the Company is invalid or unenforceableunlawful, the prior notice and/or other action required by such the law or rule shall be substituted for CARIBOU MLA XX XXXXX (2004) the comparable provisions hereofrequirements of this Agreement, and the Company LICENSOR shall have the right, in its sole discretion, right to modify such invalid or unenforceable provision, specification, standard provision or operating procedure System Standard to the extent required to make the same be valid and enforceable. Master Franchisor agrees enforceable or to be bound by any promise or covenant imposing delete the maximum duty permitted by law which is subsumed within the terms of any unlawful provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking 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 orderits entirety. Such modifications to this Agreement shall be effective only in such jurisdiction, unless the Company LICENSOR 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: Master License Agreement (Caribou Coffee Company, Inc.)
Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary hereinin this Agreement, each section, paragraph, term term, and provision of this AgreementAgreement is severable, and any portion thereof, shall be considered severable and if, for any reason, any such portion of this Agreement part is held to be invalid, invalid or contrary to, to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency agency, or tribunal having with competent jurisdiction in a proceeding to which the Company is a partyjurisdiction, no such that ruling shall will not impair the operation of, or have otherwise affect, any other effect upon, such other portions of this Agreement, each of which shall will continue to be given have full force and effect and bind the parties heretoparties. If any covenant that restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, although any portion held business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to be invalid shall be deemed not to be a part of this Agreement from the date fullest extent permissible under the time for appeal expires, if Master Franchisor is a party thereto, or otherwise upon Master Franchisor's receipt of a notice of non-enforcement thereof from laws and public policies applied in the Companyjurisdiction whose law determines the covenant’s validity. If any applicable and binding law or rule of any jurisdiction requires a greater prior more notice of the termination than this Agreement requires of this Agreement than is required hereunderAgreement’s termination or of our refusal to enter into a successor franchise agreement, or the taking of some other action that this Agreement does not required hereunderrequire, or if if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specificationSystem Standard is invalid, standard or operating procedure prescribed by the Company is invalid or unenforceable, or unlawful, the prior notice and/or other action required by such the law or rule shall will be substituted for the comparable provisions hereofof this Agreement, and we may modify the Company shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard provision or operating procedure System Standard to the extent required to make the same be valid and enforceableenforceable or delete the unlawful provision in its entirety. Master Franchisor agrees You agree to be bound by any promise or covenant imposing the maximum duty permitted by the law which permits that is subsumed within the terms of any provision hereofof this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking 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 effective only in such jurisdiction, unless the Company 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 (Longfoot Communications Corp.)
