Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in one or more counterparts, which together shall constitute one agreement. It shall not be necessary for each party to sign each counterpart so long as each party has signed at least one counterpart.26.Severability.

Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. Facsimile, PDF, and other true and accurate copies of this Agreement shall have the same force and effect as originals hereof.

Counterparts. The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instruments. One or more counterparts of this Agreement may be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart thereof. 11 19. SECTION 409A. (a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefit...s provided herein are subject to Section 409A of the Internal Revenue Code (the "Code") and the regulations and other guidance thereunder and any state law of similar effect (collectively "Section 409A"). Severance benefits shall not commence until the Executive has a "separation from service" (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a "separation from service"). Each installment of severance benefits is a separate "payment" for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service, a "specified employee" for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after the Executive's separation from service, or (ii) the Executive's death. The parties acknowledge that the exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. (b) It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement. View More

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall construe one and the same Agreement. Signature pages may be transmitted by facsimile or via PDF. Upon delivery of the facsimile or PDF, a signature shall be deemed an original and shall be admissible into evidence. 15 22. Withholding. The Employer may withhold from any benefit payment under this Agreement all federal, state, city or other taxes as shall be requir...ed pursuant to any law or governmental regulation or ruling; provided that any withholding obligation arising in connection with the exercise of a stock option or the transfer of stock or other property shall be satisfied through withholding an appropriate number of shares of stock or appropriate amount of such other property. View More

Counterparts. This Assignment may be executed in any number of counterparts and it shall be sufficient that the signature of each party appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. Signatures to this Assignment transmitted by facsimile or electronic mail shall be treated as originals in all respects. [SIGNATURES FOLLOW] 2 WITNESS the following signatures: ASSIGNOR: BLUEROCK REAL ESTATE, LLC, a Delaware limited liability company By: /s/ Jordan Rudd...y Jordan Ruddy, Authorized Signatory ASSIGNEE: BR ROSWELL, LLC, a Delaware limited liability company By: /s/ Jordan Ruddy Jordan Ruddy, Authorized Signatory 3 EX-10.19 18 v454539_ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 ASSIGNMENT OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made this 1st day of December, 2016, by and between BLUEROCK REAL ESTATE, LLC, a Delaware limited liability company ("Assignor"); and BR ROSWELL, LLC, a Delaware limited liability company ("Assignee"). RECITALS: 1. Bluerock Real Estate, LLC, a Delaware limited liability company ("Bluerock"), entered into that certain Purchase and Sale Agreement dated September 15, 2016 (as from time to time amended, the "Purchase Agreement") with GGT LMI CITY WALK GA, LLC, a Delaware limited liability company ("Seller"), with respect to the real property and improvements located at 3000 Forrest Walk, Roswell, Georgia, commonly known as "Roswell City Walk" (the "Property"), all as more particularly described in the Purchase Agreement. Assignee is an affiliate of Assignor. ASSIGNMENT: NOW THEREFORE, in consideration of the mutual covenants contained in this Assignment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are incorporated herein and by this reference made a part hereof. All capitalized terms set forth herein shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein. View More

Counterparts. This Fourth Amendment may be executed in multiple counterparts, each of which shall constitute an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. If any signature to this Fourth Amendment is delivered by facsimile transmission or by e-mail delivery of a portable document format (.pdf or similar format) data file, then such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is execut...ed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. This Fourth Amendment shall become effective when both Sublandlord and Subtenant have received a counterpart hereof signed by the other, subject to receipt of Landlord's Consent. View More

Counterparts. This Trademark Security Agreement is a Loan Document. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be D-2 deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of trans...mission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement. View More

Counterparts. This Agreement may be executed via facsimile transmission and may be executed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single instrument. 12100 Wilshire Blvd. Suite 800 • Los Angeles, CA 90025 • www.liquidventure.com12 18. Patriot Act, NSC hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (the "Patriot Act"), it is required to obtain, verify and record information that Identifies the ...Company in a manner that satisfies the requirements of the Patriot Act, This notice is given In accordance with the requirements of the Patriot Act. View More

Counterparts. This Agreement may be executed in two (2) counterparts and by facsimile or other electronic transmission, each of which shall be 10 considered an original.