Miscellaneous Contract Clauses (41,182)

Miscellaneous. 24.1. Entire Agreement. This Agreement and the Master Agreement, together with all other agreements specifically contemplated thereunder, constitute the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements (except the Master Agreement and all other agreements specifically contemplated thereunder), understandings, letters of in...tent and proposals, in each case with respect to the transaction contemplated herein, are hereby superseded and rendered null and void and of no further force and effect. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 24.2. Time of the Essence. Time is of the essence of this Agreement. If any date herein set forth for the performance of any obligations by Contributor or Acquiror or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any state or federal holiday for which financial institutions or post offices are generally closed in the State of Illinois for observance thereof. 24.3. Conditions Precedent. The waiver of any particular Acquiror's Condition Precedent or Contributor's Condition Precedent shall not constitute the waiver of any other. 24.4. Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Contributor and Acquiror have contributed substantially and materially to the preparation of this Agreement. The headings of various Sections in this Agreement are for convenience only, and are not to be utilized in construing the content or meaning of the substantive provisions hereof. 24.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. The parties agree that any litigation arising in connection with this Agreement shall be filed in federal or state courts in the State of Maryland. -28- 24.6. Partial Invalidity. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof. 24.7. Waiver of Conditions Precedent. Acquiror and Contributor shall each have the right, in its sole and absolute discretion, to waive any Condition Precedent for its benefit contained in this Agreement. 24.8. Certain Securities Matters. No sale of LP Units is intended by the parties by virtue of their execution of this Agreement. Any sale of LP Units contemplated under this Agreement will occur, if at all, upon the Closing. 24.9. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. For purposes of executing this Agreement, any signed document transmitted by facsimile machine or e-mail transmission (in either case a "Fax") shall be considered as an original signature. Any such Fax document shall be considered to have the same binding legal effect as an original document. 24.10. Legal Representation. Contributor acknowledges that Acquiror was represented by Paesano Akkashian Apkarian, P.C. in conjunction with this Agreement. Contributor had the opportunity to seek legal counsel in conjunction with this Agreement, and has either executed this Agreement following advice of legal counsel or has executed this Agreement without legal advice after having reasonable opportunity to retain counsel. This Agreement shall be considered mutually drafted by the parties, and to the extent any ambiguity arises, such ambiguity is not to be interpreted against one party over the other. View More

Miscellaneous. Except as modified and amended pursuant to this Amendment, the Reorganization Agreement shall remain in full force and effect, and each party hereto ratifies the Reorganization Agreement as amended hereby. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually or taken together, will bea...r the signatures of all the parties reflected hereon as signatories. View More

Miscellaneous. 6.1 Governing Law. This Escrow Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws principles thereof. 6.2 Entire Agreement. This Escrow Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Buyer, the Me...mbers, Belani and the Escrow Agent. 5 6.3 Headings. The headings contained in this Escrow Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 6.4 Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 6.5 Notices. Any notice or other communication required or which may be given hereunder shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, or sent by facsimile or other electronic transmission (with confirmation of receipt), addressed as follows: If to the Members: Harry. G. Pagoulatos 20 Rena Lane Bloomfield, NJ 07003 E-mail: harry@dailyengagemedia.com George G. Rezitis 90 West First Street Clifton, NJ 07011 E-mail: George@dailyengagemedia.com Angelos Triantafillou 102 Mountainside Terrace Clifton, NJ 07013 E-mail: angelostriantafillou@gmail.com If to Belani: 6B/152 15th Floor SS Nagar, Sion East Mumbai 400037 Maharashtra, India E-mail: vinay@dailyengagemedia.com If to Buyer: 6400 Congress Avenue Suite 2050 Boca Raton, FL 33431 E-mail: kip@brightmountainmedia.com Attention: W. Kip Speyer, Chief Executive Officer with a copy to (which shall not constitute notice): Pearlman Law Group LLP 200 South Andrews Avenue Suite 901 Fort Lauderdale, FL 33301-2068 E-mail: charlie@pslawgroup.net Attention: Charles B. Pearlman, Esq. If to the Escrow Agent: Pearlman Law Group LLP 200 South Andrews Avenue Suite 901 Fort Lauderdale, FL 33301-2068 E-mail: charlie@pslawgroup.net Attention: Charles B. Pearlman, Esq. 6 The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 6.6 Counterparts. This Escrow Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission, and together shall constitute one instrument. 6.7 No Conflict of Interest. The Buyer, the Members and Belani (i) (A) acknowledge and agree that the Escrow Agent's serving as escrow agent hereunder shall not constitute a conflict of interest despite the Escrow Agent's contemporaneously serving as counsel to the Buyer in connection with the Purchase Agreement, this Escrow Agreement and the other Transaction Documents and any other matters, and shall not constitute a conflict of interest in connection with Escrow Agent's representation of the Buyer in the future in any matter, (B) waives any conflict of interest resulting from the Escrow Agent's contemporaneously serving as counsel to the Buyer in connection with the Purchase Agreement, this Escrow Agreement and the other Transaction Documents, and (ii) covenants and agrees not to assert a conflict of interest as a result of the Escrow Agent serving in such roles. The parties agree that the Escrow Agent may serve as counsel to the Buyer in connection with a dispute involving this Escrow Agreement or the Escrow Property, provided that the Escrow Agent shall promptly resign from its duties as Escrow Agent as provided for in Section 5.6. The Buyer acknowledges that the provisions of this Section 6.7 constitute a material inducement for the Escrow Agent to serve as escrow agent hereunder. The Buyer, the Members and Belani further acknowledge and agree that they have selected the Escrow Agent in order to facilitate the consummation of the transactions contemplated by the Purchase Agreement and the retention of the Escrow Property in order to avoid the time, cost and expense of a third party serving as the escrow agent hereunder. View More

Miscellaneous. This offer letter, together with the Employee Proprietary Information and Inventions Agreement represents the entire agreement between the parties concerning the subject matter of your employment by the Company. This offer letter will be governed by the laws of the State of Colorado without reference to conflict of legal provisions. This offer will remain open until seven days from the date of this letter. If you decide to accept our offer, and we hope you will, please sign the enclosed copy of ...this letter in the space indicated and return it to Human Resources at Gevo, Inc. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call either one of us. Gevo, Inc., 345 Inverness Drive South, Bldg C, Ste 310, Englewood, CO 80112 Tel: (303) 858-8358 ● Fax: (303) 379-6630 ● www.gevo.com We look forward to the opportunity to work with you. Best regards, /s/ Patrick R. Gruber Patrick R. Gruber Chief Executive Officer Accepted and Agreed: /s/ Carolyn M. Romero Signature 7/22/2019 Date Gevo, Inc., 345 Inverness Drive South, Bldg C, Ste 310, Englewood, CO 80112 Tel: (303) 858-8358 ● Fax: (303) 379-6630 ● www.gevo.com EX-10.1 2 ex_161624.htm EXHIBIT 10.1 ex_161624.htm Exhibit 10.1 Carolyn Romero Via email July 22, 2019 Re: Offer of Employment with Gevo, Inc. Dear Carolyn: We are very pleased to extend to you an offer of employment with Gevo, Inc., which is estimated to begin on July 23, 2019. The terms of our offer are as follows: 1. Position. You will be employed by the Company in a regular, full-time position as Vice President – Controller and Principal Accounting Officer. Beginning on the date you join Gevo, you will be expected to devote your full working time and attention to the business of the Company, and not to work for any other business without Gevo's approval. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of Gevo. You will also be expected to comply with and be bound by the Company's operating policies, procedures and practices that are from time to time in effect during the term of your employment. View More

Miscellaneous. This Amendment shall constitute a part of the Purchase Agreement, and the provisions of Article XI of the Purchase Agreement are hereby incorporated by reference into this Amendment mutatis mutandis. Except as otherwise set forth in this Amendment, all of the provisions of the Purchase Agreement, including the schedules and exhibits thereto, shall remain unchanged and in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an origina...l copy and all of which together shall constitute a single instrument. View More

Miscellaneous. (a) Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect. (b) This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Miscellaneous. 13.1. Covenant of Further Assurances. The parties agree to take any further actions and to execute any further documents which may from time to time be necessary or appropriate to carry out the purposes of this agreement. 13.1. (a) Scope of Agreement. This agreement constitutes the entire understanding of the parties. No undertakings, warranties or representations have been made other than as contained herein, and no party shall assert otherwise. This agreement may not be changed or amended oral...ly. 13.1. (B) Currency. All references to currency in this agreement are to United States Dollars. 13.1 (c) Review of Agreement. Each party acknowledges that it has had time to review this agreement and. as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement. 13.2. Ratification by the Reporting Company. The parties will cause the Reporting Company to ratify and accept this agreement so that it constitutes a binding obligation between the Reporting Company and Tiber Creek according to its terms. 13.3. A confidentiality agreement which is attached to this agreement has been executed by the parties and constitutes an integral part of this agreement. View More

Miscellaneous. 9.1 Binding Nature of Agreement. 9.2 Entire Agreement. 9.3 Notices. 9.5 Headings. 9.7 Waiver. 9.8 Counterparts.

Miscellaneous. This Tenth Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Tenth Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. Landlord and Tenant acknowledge and agree that the Landlord's and Tenant's covenants in the Lease as modified by this Tenth Amendment are independent.

Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of California without giving effect to California's choice of law rules. No waiver of any term of this Agreement constitutes a waiver of any other term of this Agreement. This Agreement may be amended only in writing by an agreement specifically referencing this Agreement which is signed by both you and the Company. In the event that a court or other trier of fact invalidates one or more terms of this Agreeme...nt, all the other terms of this Agreement shall remain valid and enforceable. You shall have no duty to mitigate any damages caused by the breach of the Company of this Agreement. View More