Assignments Clause Example with 13 Variations from Business Contracts

Assignments. This Richard Kaiser agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of GRHI. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Gold Rock Holdings, Inc. with, or its merger into, any other corporation, or the sale by Gold Rock Holdings, Inc. of all or substantially all of its properties or assets, or ...the provisions hereof assignment by Gold Rock Holdings, Inc. of this Ageement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor assigns, and shall not benefit any of the rights, interests person or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the entity other party. 3 10. General. 10.1 Governing Law and Venue. than those enumerated above. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State signed on behalf of Nevada (the "Nevada Court"), Gold Rock Holdings, Inc. by Merle Ferguson, Chairman / CEO and not in any other state or federal court in the United States on behalf of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court Richard Kaiser by Richard Kaiser, Principal, YES INTERNATIONAL LLC and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued effective as of the time of such expiration or termination (including, without limitation, Corporation's obligation date first above written. This Consulting Agreement is executed and agreed to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior by: /s/ Merle Ferguson ____________________________ Merle Ferguson Gold Rock Holdings, Inc. Date: November 01, 2019 /s/ Richard Kaiser ________________________ Richard Kaiser YES INTERNATIONAL, LLC. Date: November 01, 2019 -3- EX-10.2 3 ex10-2.htm CONSULTING AGREEMENT Exhibit 10.2 CONSULTING AGREEMENT Gold Rock Holdings, Inc. (GRHI), a Nevada corporation, desires to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between have services provided by Richard Kaiser, through his Company, YES INTERNATIONAL, LLC, a Virginia Limited Liability Corporation. Therefore, the parties hereto with respect to agree as follows: 1. DESCRIPTION OF SERVICES. Beginning on November 01, 2019, Richard Kaiser will provide the subject matter of this Agreement following services (collectively, the Services"): General Consulting for Management and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. provide executive office space. View More

Assignments. This (a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the "Assignment Date" (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its Revolving Credit Note in the amount of $_______________ representing a $_______________ Commitment, and a _________________ percent (_____%) Comm...itment Percentage, and a corresponding interest in and to all of the provisions hereof shall be binding upon other rights and inure to obligations under the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Credit Agreement and the legal relations among other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the parties shall be governed by, and construed and enforced in accordance with, the laws "Assigned Interests"), including Assignor's share of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto all outstanding Revolving Credit Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender under and signatory to the Credit Agreement having a Commitment Percentage equal to the amount of the respective Assigned Interests. (b) Assignee, subject matter to the terms and conditions hereof, hereby assumes all obligations of this Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Credit Agreement, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit 1 Loans to the Borrower with respect to the Assigned Interests and to indemnify the Agent as provided therein (such obligations, together with all other obligations set forth in the Credit Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. Loan Documents are hereinafter collectively referred to as the "Assigned Obligations"). Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests. View More

Assignments. This Agreement and all of Notices to the provisions hereof Subscriber shall be binding upon and inure directed to the benefit of address on page 2 and notices to the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder Company shall be assigned by either of directed to it at the parties hereto without the prior written consent of the other party. 3... 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision first page of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival Subscription Agreement. Delivery of Obligations. Notwithstanding the expiration or termination an executed copy of this Agreement, neither party hereto shall be released hereunder from any liability Subscription Agreement by electronic facsimile transmission or obligation to the other which has already accrued as means of the time electronic communication capable of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by producing a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision printed copy will be deemed to be or will constitute a waiver of any other provision execution and delivery of this Agreement. Subscription Agreement as of the date hereinafter set forth. SCHEDULE A waiver will be effective only CANADIAN QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the specific instance and Subscription Agreement. The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purpose for which it was given, purposes of such determination. The Subscriber covenants, represents and will not constitute warrants to the Company that: 1. the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and the Subscriber is able to bear the economic risk of loss arising from such transactions; 2. the Subscriber is (tick one or more of the following boxes): (A) a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number director, executive officer, employee or control person of counterparts, each the Company or an affiliate of the Company ☐ (B) a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (C) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (D) a close personal friend of a director, executive officer, founder or control person of the Company ☐ (E) a close business associate of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (F) an accredited investor ☐ (G) a company, partnership or other entity of which will be deemed an original, but a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to F ☐ (H) a trust or estate of which all of which together will constitute one instrument. The parties hereto agree to accept the beneficiaries or a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address majority of the other party. [The remainder trustees or executors are persons described in paragraphs A to F ☐ (I) purchasing as principal Securities with an aggregate acquisition cost of this not less than CDN$150,000 ☐ 3. if the Subscriber has checked box B, C, D, E, G or H in Section 2 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is: _______________________________________________________________________________ (Instructions to Subscriber: fill in the name of each director, executive officer, founder and control person which you have the above-mentioned relationship with. If you have checked box G or H, also indicate which of A to F describes the securityholders, directors, trustees or beneficiaries which qualify you as box G or H and provide the names of those individuals. Please attach a separate page has been intentionally left blank. if necessary). View More

Assignments. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among t...he parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ _ ________ e-mail: _______________________ _______ Director: ____________________________ ____________________________ Yee Man Yung Fax: _________________________ email:________________________ _______________________________ email: 10.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 4 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. View More

Assignments. (a) This Agreement and all of the provisions hereof shall be binding upon and inure is personal to the benefit each of the parties hereto and their respective successors and permitted assigns and, except hereto. Except as otherwise expressly provided herein, neither this Agreement, nor in Section 11(b) below, no party may assign or delegate any of the rights, interests rights or obligations hereunder shall be assigned by either of without first obtaining the parties hereto without the prior writ...ten consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This party hereto. (b) The Company may assign this Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws to any successor to all or substantially all of the State business and/or assets of Nevada, without regard the Company, provided the Company shall require such successor to its conflict of laws rules. The Corporation expressly assume and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with to perform this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), same manner and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction same extent that the Company would be required to perform it if no such succession had taken place. 10 11. Notice. Except as otherwise provided herein, for the purpose of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and all other communications required or permitted hereunder will provided for herein shall be in writing and will shall be deemed to have been duly given when delivered, if personally delivered or delivered by hand electronic mail or sent facsimile, one day after timely delivery to a nationally recognized commercial overnight carrier, or three (3) days after being mailed by overnight courier United States certified mail, return receipt requested, postage prepaid, addressed to the addresses set forth below or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that to such other address as any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation may have furnished to the other which has already accrued as in writing in accordance herewith, except that notices of the time change of such expiration or termination (including, without limitation, Corporation's obligation address shall be effective only upon receipt: If to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect Executive: Anthony Smith ___________________ ___________________ If to the subject matter of Company: c/o EVIO Inc.. 871 Coronado Center Drive, Suite 200Henderson, NV 89052 12. Section Headings; Inconsistency. The section headings used in this Agreement are included solely for convenience and supersedes all prior shall not affect, or contemporaneous agreements and understanding other than this Agreement relating to be used in connection with, the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision interpretation of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. View More

Assignments. This Agreement and all may not be assigned by the Borrower. The Lender may assign this Agreement at any time wit out the consent of the provisions hereof Borrower. This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto and their respective successors heirs, executors, administrators, successor and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder ...shall be assigned by either of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with assigns. THE PARTIES HERETO have executed this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time date first above written. ____________________________________ Lender MELCENT TECHNOLOGY SRL Plutarco Suazo, President ____________________________________ Borrower Lans Holdings Inc. s/Trevor Allen EX-10.1 2 ex10_1.htm Demand Loan Agreement THIS AGREEMENT dated Effective February 12, 2016 between MELCENT TECHNOLOGY SRL, of such expiration or termination (including, without limitation, Corporation's obligation Torre Liam, 108 Avenida Sarasota, Bella Vista, Santo Domingo, Dominican Republic (the "Lender") and Lans Holdings Inc., of Miami, FL (the "Borrower"). WHEREAS the Lender has agreed to make any fees lend certain monies to the Borrower upon the terms and expense payments) or conditions herein set forth; NOW THEREFORE IN CONSIDERATION OF the advances to be made by the Lender to the Borrower and the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between is hereby acknowledged, the parties hereto with respect hereby agree as follows: 1. Demand Loan. The Lender hereby loans to the subject matter Borrower the amount of this Agreement Thirty Two Thousand Two Hundred Fifty Eight Dollars United States Dollars $32,258.00_ (AMOUNT) (the "Loan"). The Borrower acknowledges receipt of the full amount of the Loan through one wire transfer of funds in the amount of Twelve Thousand United States Dollars $12,000, direct payment of Invoice 160201 to Enterprise Technology Consulting Inc. amount Eight Thousand United States Dollars $8,000.00 and supersedes all prior or contemporaneous agreements direct payment of Invoice 20331 to ZZ Servers LLC amount Twelve Thousand One Hundred Fifty Eight United States Dollars $12,158.00; and understanding other than this Agreement relating to One Hundred United States Dollars $100.00 for cost of transfer fees for the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed direct payments requested by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. Borrower. View More

Assignments. This Agreement and all of To the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and fullest extent permitted assigns and, except as otherwise expressly provided herein, by law, neither this Agreement, Agreement nor any of the rights, interests or obligations hereunder under this Agreement shall be assigned assigned, in whole or in part, by either operation of law or otherwise by any of the parties hereto Parties without the ...prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties Parties. Any purported assignment without such consent shall be governed void. Subject to the preceding sentences, this Agreement 3 will be binding upon, inure to the benefit of, and be enforceable by, the Parties and construed their respective successors and enforced in accordance with, the laws assigns.The Parties hereto have executed and delivered this Consulting Agreement as of the State of Nevada, without regard to its conflict of laws rules. The Corporation date first above written.The Company:Stabilis Solutions, Inc.By: _______________________________ Westy Ballard President and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In Aivalis:_____________________________________ James G. Aivalis, an individual Consultant:Enatek Services, LLCBy: ________________________________ James G. Aivalis, Manager 4 EX-10.1 2 aivalisconsultingagreement.htm EX-10.1 Document Exhibit 10.1CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement"), is made as of October 25, 2021 by and among STABILIS SOLUTIONS, INC., a Florida corporation having its principal address at 11750 Katy Freeway, Suite 900, Houston, TX 77079 (the "Company"), ENATEK SERVICES, LLC with an address at 3225 McLeod Drive, Suite 100 (the "Consultant") and JAMES G. AIVALIS with an address of 22406 Caroline Cove, Katy, TX 77450 ("Aivalis"). The Company, the event that any provision Consultant and Aivalis are referred to collectively herein as the "Parties" and individually as a "Party". RECITALS: The Company and Aivalis are parties to an Executive Employment Agreement dated March 11, 2020, as amended effective February 1, 2021 and April 1, 2021 (the "Amended Executive Employment Agreement"). The employment of Aivalis as an executive employee under the Amended Executive Employment Agreement was terminated by Aivalis' retirement as of January 31, 2021 at which time Aivalis began providing post-employment services to the Company as a consultant and member of the Board of Directors through January 31, 2022 pursuant to the provisions of Section 10(b) of the Amendment #1 of Amended Executive Employment Agreement; and The Company, the Consultant and Aivalis have agreed to enter into this Agreement is held to be unenforceable set forth the sole and exclusive terms under applicable law, this Agreement will continue in full force and effect without such provision and which the services of Aivalis as a consultant will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation provided to the other which has already accrued Company by the Consultant effective as of February 1, 2022 (the "Effective Date"). NOW, THEREFORE, the time Parties hereto agree as follows: 1. Consulting Services. As of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect the Effective Date Consultant shall provide the services of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect Aivalis to the subject matter Company to advise the Company CEO and the Board of this Agreement Directors concerning LNG including market information as an independent consultant and supersedes all prior advisor. Consultant shall make Aivalis available upon reasonable notice given by the Company to consult with and advise the Company on such matters. Such services shall include service of Aivalis as a non-independent member of the Board of Directors of the Company and any committee thereof if elected or contemporaneous agreements and understanding other than this Agreement relating appointed to the subject matter hereof. 10.6 Amendment Board and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and committees thereof for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. no additional compensation. View More

Assignments. This Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, the rights and all obligations described in this Letter Agreement are provided to Customer in consideration of Customer's becoming the operator of the provisions hereof shall be binding upon Aircraft and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations he...reunder shall cannot be assigned by either in whole or, in part. If the foregoing correctly sets forth your understanding of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the "Nevada Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire our agreement and understanding between the parties hereto with respect to the subject matter of this matters treated above, please indicate your acceptance and approval below. Very truly yours, THE BOEING COMPANY By: /s/ Irma L. Krueger Its: Attorney-in-Fact UAL-PA-03776-LA-1207637R2SA-13*** Matters Page 3 BOEING/UNITED AIRLINES, INC. PROPRIETARY Execution Version SA-13 to 737 *** Purchase Agreement No. 03776, 2 ACCEPTED AND AGREED TO AS OF Date: March 20, 2020 UNITED AIRLINES, INC. By: /s/ Gerald Laderman Its: Executive Vice President and supersedes all prior or contemporaneous agreements Chief Financial Officer UAL-PA-03776-LA-1207637R2SA-13*** Matters Page 4 BOEING/UNITED AIRLINES, INC. PROPRIETARY Execution Version SA-13 to 737 *** Purchase Agreement No. 03776, The Boeing CompanyP.O. Box 3707Seattle, WA 98124-2207______________________________________________________________________________________________________ UAL-PA-03776-LA-1208596R2 United Airlines, Inc.233 South Wacker Drive Chicago, Illinois 60606 Subject: AGTA Matters References: 1) Purchase Agreement No. 03776 (Purchase Agreement) between The Boeing Company (Boeing) and understanding other than this Agreement United Airlines, Inc. (Customer) relating to Model 737 *** aircraft (Aircraft); and 2) Aircraft General Terms Agreement dated as of July 12, 2012 between the subject matter hereof. 10.6 Amendment parties, identified as UCH-AGTA (AGTA) This letter agreement (Letter Agreement) amends and Waiver. This supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement may be amended only by a written agreement executed by shall have the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only same meaning as in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. Purchase Agreement. This Letter Agreement may be signed replaces in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this its entirety Letter Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. UAL-PA-03776-1208596R1 dated May 15, 2018. View More

Assignments. This Participant may not transfer or assign this Agreement or any part thereof. The Company reserves the right to transfer or assign this Agreement to any of its Affiliates. [SIGNATURES FOLLOW] FIRST AMERICAN FINANCIAL CORPORATION By:______________________________ Name: Title: Date: Acknowledged and all agreed as of the provisions hereof Date of Grant: Signature:_________________________________ Printed Name:_________________________________ Date:_________________________________ EX-10.6.14 4 fa...f-ex10614_533.htm EX-10.6.14 faf-ex10614_533.htm EXHIBIT 10.6.14 Notice of Performance Unit Grant Participant: [●] Company: First American Financial Corporation (the "Company") Notice: You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto. Type of Award: Performance Units Plan: First American Financial Corporation 2010 Incentive Compensation Plan Grant: Date of Grant: [●], 2018 Number of Performance Units: [●] Each Performance Unit has the value of $1 Performance Period: Subject to the terms of the Plan and this Agreement, the Performance Period applicable to the Performance Units shall be binding upon and inure the calendar year 2018. Performance Condition: Your right to the benefit receipt of cash for your Performance Units is conditioned on the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any Company's achievement of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced net income (as defined in accordance with, the laws with generally acceptable accounting principles) for 2018 of the State of Nevada, $25 million or more, determined without regard to its conflict (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws rules. The Corporation or provisions affecting reported results, (d) any reorganization and Director hereby irrevocably restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and unconditionally (i) agree that any action or proceeding arising out (f) foreign exchange gains and losses. This condition is referred to as the "Performance Target." Within a reasonable time after the determination of or in connection with this Agreement whether the Performance Target has been met, the Committee shall determine the final amount of Performance Units to which you shall be brought only entitled, provided that the total amount thereof shall not exceed the amount set forth above. The Committee, in its sole and unfettered discretion, may decrease the State number of Nevada (the "Nevada Court"), and not in Performance Units awarded to you at any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit time prior to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with payment thereon. Rejection: If you wish to accept this Performance Unit Award, please return this Agreement, (iii) waive executed by you on the last page of this Agreement, at any objection time within forty-five (45) days after the Date of Grant, to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attn: Incentive Compensation Plan Administrator. Do not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision return a signed copy of this Agreement is held if you wish to be unenforceable under applicable law, reject this Performance Unit Award. If you do not return a signed copy of this Agreement within forty-five (45) days after the Date of Grant, you will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of have rejected this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued Performance Unit Award. Performance Unit Award Agreement This Performance Unit Award Agreement (this "Agreement"), dated as of the time of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits date of the provision. No waiver Notice of Performance Unit Grant attached hereto (the "Grant Notice"), is made between First American Financial Corporation (the "Company") and the Participant set forth in the Grant Notice. The Grant Notice is included and made a provision will be deemed to be or will constitute a waiver of any other provision part of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. View More

Assignments. This Participant may not transfer or assign this Agreement or any part thereof. The Company reserves the right to transfer or assign this Agreement to any of its Affiliates. [SIGNATURES FOLLOW] FIRST AMERICAN FINANCIAL CORPORATION By:______________________________ Name: Title: Date: Acknowledged and all agreed as of the provisions hereof Date of Grant: Signature:_________________________________ Printed Name:_________________________________ Date:_________________________________ EX-10.6.9 5 faf...-ex1069_601.htm EX-10.6.9 faf-ex1069_601.htm Exhibit 10.6.9 Notice of Performance Unit Grant Participant: [●] Company: First American Financial Corporation (the "Company") Notice: You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto. Type of Award: Performance Units Plan: First American Financial Corporation 2010 Incentive Compensation Plan Grant: Date of Grant: [●], 2020 Number of Performance Units: [●] Each Performance Unit has the value of $1 Performance Period: Subject to the terms of the Plan and this Agreement, the Performance Period applicable to the Performance Units shall be binding upon and inure the calendar year 2020. Performance Condition: Your right to the benefit receipt of cash for your Performance Units is conditioned on the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any Company's achievement of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 3 10. General. 10.1 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced net income (as defined in accordance with, the laws with generally acceptable accounting principles) for 2020 of the State of Nevada, $25 million or more, determined without regard to its conflict (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws rules. The Corporation or provisions affecting reported results, (d) any reorganization and Director hereby irrevocably restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and unconditionally (i) agree that any action or proceeding arising out (f) foreign exchange gains and losses. This condition is referred to as the "Performance Target." Within a reasonable time after the determination of or in connection with this Agreement whether the Performance Target has been met, the Committee shall determine the final amount of Performance Units to which you shall be brought only entitled, provided that the total amount thereof shall not exceed the amount set forth above. The Committee, in its sole and unfettered discretion, may decrease the State number of Nevada (the "Nevada Court"), and not in Performance Units awarded to you at any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit time prior to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with payment thereon. Rejection: If you wish to accept this Performance Unit Award, please return this Agreement, (iii) waive executed by you on the last page of this Agreement, at any objection time within forty-five (45) days after the Date of Grant, to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attn: Incentive Compensation Plan Administrator. Do not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. 10.2 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: Corporation: TIANCI INTERNATIONAL, INC. No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road, Bao'an District, Shenzhen, Guangdong Province, P.R.C Attn: Chief Executive Officer Fax: _________________________ e-mail: _______________________ Director: ____________________________ ____________________________ Fax: _________________________ email:________________________ 10.3 Severability. In the event that any provision return a signed copy of this Agreement is held if you wish to be unenforceable under applicable law, reject this Performance Unit Award. If you do not return a signed copy of this Agreement within forty-five (45) days after the Date of Grant, you will continue in full force and effect without such provision and will be enforceable in accordance with its terms. 10.4 Survival of Obligations. Notwithstanding the expiration or termination of have rejected this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued Performance Unit Award. Performance Unit Award Agreement This Performance Unit Award Agreement (this "Agreement"), dated as of the time of such expiration or termination (including, without limitation, Corporation's obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 10.5 Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof. 10.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits date of the provision. No waiver Notice of Performance Unit Grant attached hereto (the "Grant Notice"), is made between First American Financial Corporation (the "Company") and the Participant set forth in the Grant Notice. The Grant Notice is included and made a provision will be deemed to be or will constitute a waiver of any other provision part of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. 10.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. [The remainder of this page has been intentionally left blank. View More