Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of California applicable to contracts made and to be performed entirely within such State. Any action, suit or proceeding in connection with this Warrant maybe brought in a feder...al or state court of record located in Orange County in the State of California, and the Holder and the Company each agrees to submit to the personal jurisdiction of such court and waives any objection which either may have, based on improper venue or forum non conveniens, to the conduct of any proceeding in any such court and waives personal service of any and all process upon it, and consents that all such service of process be made by mail or messenger directed to it at the address referred to in Section 15 above and that service so made shall be deemed to be completed upon the earlier of actual receipt or five days after the same shall have been posted to its address. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. The use herein of the masculine pronouns or similar terms shall be deemed to include the feminine and neuter genders as well and vice versa and the use of the singular pronouns shall be deemed to include the plural as well and vice versa. View More

Miscellaneous. 3.1 Section Headings. Section headings in this Amendment are for convenience only and shall not be read as to define, limit or modify any of the terms hereof. 3.2 Entire Agreement. Except as amended by this Amendment, the Note remains in full force and effect. The Note, as amended by this Amendment, constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and all prior agreements, proposals, negotiations, understandings and correspondenc...e between the parties in this regard, whether written or oral, are merged herewith. 3.3 Counterparts; Electronic Signatures. This Amendment may be executed in multiple counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, portable document format or other electronic means shall be effective as delivery of a manually executed counterpart to this Amendment. 3.4 Allonge. A copy of this Amendment may be attached to the Note as an allonge. View More

Miscellaneous. 7.2 Governing Law. 7.3 Counterparts. 7.4 Titles and Subtitles. 7.5 Notices. 7.7 Entire Agreement.

Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada, without application to the principles of conflicts of laws. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, and there are no prior or contemporaneous written or oral agreements, understandings, or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement supersedes all negotiati...ons, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto and/or their affiliates. The Director acknowledges that he has not relied on any prior or contemporaneous discussions or understandings in entering into this Agreement. The terms and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto. View More

Miscellaneous. 17.2.Assignment. 17.4.Representation by Legal Counsel. 17.5.Legal Costs. 17.6.Disclosure of Agreements with Researcher. 17.7.Taxes. 17.8.Severability. 17.10.Counterparts. 17.11.Binding Effect. 17.12.Entire Agreement.

Miscellaneous. (a) Authority of Jefferies LLC, Leerink Partners LLC and William Blair & Company, L.L.C. Any action by the Underwriters hereunder may be taken by Jefferies LLC, Leerink Partners LLC and William Blair & Company, L.L.C. on behalf of the Underwriters, and any such action taken by Jefferies LLC, Leerink Partners LLC and William Blair & Company, L.L.C. shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have be...en duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Jefferies LLC, 520 Madison Avenue, New York, New York 10022 (fax: (646) 619-4437); Attention: General Counsel; c/o Leerink Partners LLC, One Federal Street, 37th Floor, Boston, Massachusetts 02110; Attention: John I. Fitzgerald, Esq. (fax: (617) 918-4664); and c/o William Blair & Company, L.L.C., 150 North Riverside Plaza, Chicago, Illinois 60606, Attention: General Counsel (fax: (312) 551-4646). Notices to the Company shall be given to it at Assembly Biosciences, Inc., 11711 N. Meridian Street, Suite 310, Carmel, Indiana 46032, (fax: (317) 663-2462); Attention: Elizabeth H. Lacy, Esq. with a copy to (which copy shall not constitute notice) to Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts 02210 (fax: (617) 321-4377), Attention: Mitchell S. Bloom, Esq. (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (f) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (h) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (i) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (j) Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. View More

Miscellaneous. Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of two days following personal delivery (including personal delivery by telecopy or telex), or the fourth day after mailing by reputable overnight courier or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Company: Douglas Dynamics, L.L.C. 7777 North 73rd Street Milwaukee, Wisconsin 53223 Attention: Chief Executive Officer Facsimile: (414...) 354-5939 With a copy to: Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Bryan Schultz Facsimile: (414) 297-4900 To Executive: Sarah Lauber 920 Madera Circle Elm Grove, WI 53122 or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party. Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. 7 c. Entire Agreement. This document, together with the Confidentiality Agreement, constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral. Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and its Affiliates, and their respective successors and assigns, except that Executive may not assign any of her duties hereunder and she may not assign any of her rights hereunder without the prior written consent of the Company. Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. h. Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement. Waiver. Except as provided herein, the waiver by either party of the other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof. Construction. The parties acknowledge that this Agreement is the result of arm's-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement. View More

Miscellaneous. The tax consequences for the CFO of his financial rights under the Agreement are irrelevant to the Company. 6/8 18.2. The CFO has an obligation to familiarise himself with the guidelines which have been laid down by the Company, and which are regularly updated, including the employee handbook. 18.3. In connection with the employment, the Company processes a range of personal data about the CFO. The Company will generally process the data for the purpose of ensuring that the Company complies with... its obligations to the CFO under this Executive Service Agreement and the legislation which the Company is required to comply with or for the purpose of documenting the employment relationship history 19. DISPUTE RESOLUTION 19.1. Any dispute arising out of or in connection with this Agreement must be settled in accordance with the Rules of Arbitration Procedure of the Danish Institute of Arbitration. 19.2. Each party appoints an arbitrator. The chairman of the arbitration tribunal is appointed by the institute. If a party has not appointed an arbitrator within 30 days of having requested or received notice of arbitration, such arbitrator will be appointed by the institute in accordance with the above-referenced rules. 7/8 20. SIGNATURES 20.1. This Agreement is executed in two original copies, both of which are to be signed by the parties. One of the copies is retained by the Company, while the other copy is given to the CFO. For and on behalf of the Company By: /s/ Sune Mathiesen Name: Sune Mathiesen Title: Group CEO Date: August 28, 2021 By: /s/ Simon Seidelin Stadil Name: Simon Seidelin Stadil Title: Date: August 30, 2021 8/8 EX-10.1 2 ex_311670.htm EXHIBIT 10.1 ex_311670.htm Exhibit 10.1 EXECUTIVE SERVICE AGREEMENT PARTIES LIQTECH HOLDING A/S 25121031 Bensh0j lndustrivej 24 9500 Hobro (the "Company") AND SIMON SEIDELIN STADIL Weidstrasse 40 6300 Zug Schwitzerland (the "CFO") have today made the following Executive Service Agreement (the "Agreement") 2/8 1. POSITION 1.1. The CFO will service as Chief Financial Officer of LiqTech International Inc. and LiqTech Holding A/S with effect from December 1st. 2021. 1.2. As LiqTech International Inc. is listed on the Nasdaq stock exchange, the Audit Committee will prepare instructions for the Executive Management describing the CFO's duties and governing the distribution of work between the Board of Directors and the Executive Management. View More

Miscellaneous. 17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without reference to principles of choice of law. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives. 17.2 All notices and other communications given or made pursu...ant to this Agreement shall be in writing and shall be deemed to have been duly given or made the second business day after the date of mailing, if delivered by registered or certified mail, postage prepaid; upon delivery, if sent by hand delivery; upon delivery, if sent by prepaid courier, with a record of receipt; or the next day after the date of dispatch, if sent by cable, telegram, facsimile or telecopy (with a copy simultaneously sent by registered or certified mail, postage prepaid, return receipt requested), to the parties at the following addresses: If to the Executive: Mark A. Smith 1001 Carlisle Street Natrona Heights, PA 15065 Telephone: 724-226-2067 or 724-994-8055 If to the Company: Geospatial Corporation 229 Howes Run Road Sarver, PA 16055 Attention: General Counsel Fax: 724-353-3049 Telephone: 724-353-3400 Any party hereto may change the address to which notice to it, or copies thereof, shall be addressed, by giving notice thereof to the other parties hereto in conformity with the foregoing. 17.3 None of the provisions of this Agreement shall be deemed to impose a penalty. 12 17.4 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 17.5 Any party's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision hereof. 17.6 This Agreement supersedes any and all prior communications, understandings and agreements, written or oral, between the Company and the Executive with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and any plan, policy, arrangement or practice of the Company, the relevant provision of this Agreement shall control. 17.7 This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute on and the same instrument. View More

Miscellaneous. Except as set forth herein, the terms of the Agreement are unchanged and shall remain in full force and effect.