If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.12 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. The Sellers expressly acknowledge and agree that the restrictions imposed by this Section 6.12 are reasonable with respect to subject matter, time period and geographical area and that the Purchaser would not have entered into this Agreement and would not consummate the transactions contemplated hereby without the restrictions contained in this Section 6.12 . Each of the covenants contained in this Section 6.12 is intended by each Party hereto to be, and shall be construed as, agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller against the Purchaser, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Purchaser or either Company of any applicable covenant contained in this Section 6.12 .