Judicial Reformation Clause Samples
The Judicial Reformation clause allows a court to modify or adjust certain terms of a contract if those terms are found to be invalid, unenforceable, or overly broad. In practice, this means that if a provision—such as a non-compete or limitation of liability—is deemed unreasonable or illegal, the court can revise it to make it enforceable rather than voiding the entire agreement. This clause ensures that the contract remains effective and fair, addressing potential legal issues without requiring the parties to renegotiate or risk the contract being entirely invalidated.
Judicial Reformation. Employee acknowledges that, given the nature of the Company's business, the covenants contained in Section 6.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the Company's business and to protect its legitimate business interests. If, however, Section 6.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.
Judicial Reformation. Employee acknowledges that, given the nature of the Company's business, the covenants contained in Section 8(a) establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the Company's business and to protect its legitimate business interests. If, however, Section 8(a) is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.
Judicial Reformation. If a court construing this Agreement as to these Parties on this Project rules that one or more of its terms are unenforceable, the unenforceable term shall be deemed stricken, and the remaining terms construed to give effect to each of them and to the remaining Agreement as a whole.
Judicial Reformation. If the period of time or the area --------------------- specified in the Restrictions should be adjudged unreasonable in any judicial or administrative proceeding, then the court or administrative body shall have the power to reduce the period of time or the area covered and, in its reduced form, such provision shall then be enforceable and shall be enforced.
5.01 (f)
Judicial Reformation. If the period of time or the area specified --------------------- in the Restrictions should be adjudged unreasonable in any judicial or administrative proceeding, then the court or administrative body shall have the power to reduce the period of time or the area covered and, in its reduced form, such provision shall then be enforceable and shall be enforced. (f) Tolling. If Executive violates any of the Restrictions, the ------ restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company.
Judicial Reformation. Seller and Shareholder acknowledge that, given the nature of Purchaser and its Affiliates' business, the covenants contained in this Section 12.8 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of Purchaser and its Affiliates' business and to protect their legitimate business interests. If, however, this Section 12.8 is determined by any court of competent jurisdiction or an arbitrator pursuant to Section 20.1 to be unenforceable by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court or arbitrator.
Judicial Reformation. The Restricted Parties acknowledge that, given the nature of Purchasers and its Affiliates’ business, the covenants contained in this Section 3.8 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of Purchasers and its Affiliates’ business and to protect their legitimate business interests. If, however, this Section 3.8 is determined by any court of competent jurisdiction or any arbitrator to be unenforceable by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court or arbitrator.
Judicial Reformation. Each Shareholder acknowledges that, given the nature of the BCC Parties' business, the covenants contained in SECTION 12.1 establish reasonable limitations as to time, geographic area and scope of activity to be restrained and do not impose a greater restraint than is reasonably necessary to protect and preserve the goodwill of the BCC Parties' business and to protect their legitimate business interests. If, however, SECTION 12.1 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographic area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court.
Judicial Reformation. If any court shall determine that the scope, duration or geographical limits of any restriction contained herein is unenforceable, it is the intention of the parties that the particular restrictive covenant shall not thereby be terminated, but shall be deemed amended to the extent required to render it valid and enforceable, such amendment to apply only with respect to the operation of this section and in the jurisdiction of the court which has made such adjudication.
Judicial Reformation. Company and Contractor agree and stipulate that, in light of all of the facts and circumstances relating to the relationship that exists and is expected to exist between Company and Contractor, these restrictions (including but not limited to the scope of the restricted activities and the duration and geographic extent of the restrictions) are fair and reasonably necessary for the protection of the goodwill and other protectable interests of Company. If a court of competent jurisdiction should decline to enforce any of these restrictions, Company and Contractor agree that the restrictions shall be deemed to be reformed to restrict Contractor’s ability to compete with Company to the maximum extent, in time, scope of activities, and geography, that the court shall find enforceable.