Blue Pencil Rule Sample Clauses

Blue Pencil Rule. The Executive and the Company desire that the provisions of this Article 4 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties agree that Executive is a key executive of the Company. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Executive in this Article 4 are unreasonable or unenforceable because of duration, geographic area or otherwise, the Executive and Company agree and intend that the court shall enforce this Article 4 to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of this Article 4 and substitute therefore different provisions to effect the intent of this Article 4 to the maximum extent possible.
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Blue Pencil Rule. The Employee and the Company desire that the provisions of this Article IV be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties agree that Employee is a key executive of the Company. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Employee in this Article IV are unreasonable or unenforceable because of duration, geographic area or otherwise, the Employee and Company agree and intend that the court shall enforce this Article IV to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of this Article IV and substitute therefor different provisions to effect the intent of this Article IV to the maximum extent possible.
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Blue Pencil Rule. The Employee and the Company desire that the provisions of this Article V be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties agree that Employee is an owner of the Company and that the non-competition covenant is given in connection with the organization of a business granting the Employee substantial rights pursuant to a certain Owners Agreement being executed contemporaneously with this Agreement. The parties further agree that the non-competition agreement is accordingly given in connection with the sale of a business and should be enforced as such. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Employee in this Article V are unreasonable or unenforceable because of duration, geographic area or otherwise, the Employee and Company agree and intend that the court shall enforce this Article V to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of this Article V and substitute therefore different provisions to effect the intent of this Article V to the maximum extent possible.
Sample 1
Blue Pencil Rule. The Executive and the Company desire that the provisions of Articles 3 and 4 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties agree that Executive is a key executive of the Company. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Executive in Articles 3 or 4 are unreasonable or unenforceable because of duration, geographic area or otherwise, the Executive and Company agree and intend that the court shall enforce Articles 3 and 4, as the case may be, to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of Articles 3 and 4 and substitute therefor different provisions to effect the intent of Articles 3 and 4 to the maximum extent possible.
Sample 1
Blue Pencil Rule. You and the Company desire that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties agree that you are a key executive of the Company. If a court of competent jurisdiction, however, determines that any restrictions imposed on you in this Agreement are unreasonable or unenforceable because of duration, geographic area or otherwise, you and Company agree and intend that the court shall enforce this Agreement to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of this Agreement and substitute therefore different provisions to effect the intent of this Agreement to the maximum extent possible.
Sample 1
Blue Pencil Rule. It is essential that the provisions of Section 6 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If a court of competent jurisdiction, however, determines that any restrictions imposed on you in Section 6 are unreasonable or unenforceable because of duration, geographic area or otherwise, you and the Company agree and intend that the court shall enforce Section 6 to the maximum extent the court deems reasonable and that the court shall have the right to strike or change any provisions of Section 6 and substitute therefore different provisions to effect the intent of Section 6 to the maximum extent possible.
Sample 1
Blue Pencil Rule. If, at any time of enforcement of this Section 7, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area determined by such court to be permitted by law.
Sample 1
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Related to Blue Pencil Rule

  • Blue Pencil If any court of competent jurisdiction shall at any time deem the duration or the geographic scope of any of the provisions of this Section 9 unenforceable, the other provisions of this Section 9 shall nevertheless stand and the duration and/or geographic scope set forth herein shall be deemed to be the longest period and/or greatest size permissible by law under the circumstances, and the parties hereto agree that such court shall reduce the time period and/or geographic scope to permissible duration or size.

  • Blue-Pencilling If any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced.

  • Blue Penciling If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable and shall be enforced. If any such court declines to so revise such covenant, the parties agree to negotiate in good faith a modification that will make such duration or scope enforceable.

  • Blue Pencil Doctrine If the duration of, the scope of or any business activity covered by any provision of this Section 7 is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Executive hereby acknowledges that this Section 7 shall be given the construction that renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.

  • REGULATION GG Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

  • Severability; Blue Pencil The Executive acknowledges and agrees that the Executive has had the opportunity to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope temporal duration and in all other respects. If it is determined that any provision of this Section 6 is invalid or unenforceable, the remainder of the provisions of this Section 6 shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Section 6 is unenforceable because of the duration or geographic scope, of such provision, then after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and in its reduced form, such provision shall be enforced.

  • Investment Company Act; Xxxxxxx Rule The Borrower (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Xxxxxxx Rule. In determining that the Borrower is not a “covered fund” under the Xxxxxxx Rule, the Borrower relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

  • Changes in Statutes or Regulations If any statutory or regulatory provision referenced herein is subsequently changed or re-numbered, or is replaced by a separate provision, then the references in this Agreement to such statutory or regulatory provision shall be deemed to be a reference to such section as amended, re-numbered or replaced.

  • Federal Regulations No part of the proceeds of any Loans will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

  • Exchange Act Compliance; Regulations T, U and X None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

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