If any provision or term of the Agreements is deemed invalid, illegal, or unenforceable, the remainder of the Agreements shall remain in full force and effect, except where the construction of the Agreements without the severed provision would materially alter the economic or legal substance of the Agreements in a manner that is materially adverse to the Company, in which case the parties shall negotiate in good faith to modify the Agreements so as to effect the original intent of the parties as closely as possible. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.</p> <p> <b>