Other Matters Contract Clauses (63)

Other Matters. Except as specifically amended herein all terms and conditions of the Agreement remain in full force and effect.

Other Matters. 8.1 Binding Effect. All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder. 8.2 Notices. All notices or demands provided for in this Warrant shall be validly given if in writing and delivered personally, sent by certified mail, postage prepaid, or sent via an express delivery service, such as Federal Express or United Parcel Service, to one party by the other party to the address set forth ...in this Warrant or to such other address as each party may from time to time designate in writing. The Company's address is: -8- Digital Ally, Inc. 9705 Loiret Blvd. Lenexa, KS 66219 Attn: President Holder's address is set forth in the first paragraph of this Warrant. 8.3 Governing Law. The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Nevada. 8.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company and the Holder any right, remedy or claim under promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Warrant shall be for the sole and exclusive benefit of the Company and its successors and of the Holder, its successors and, if permitted, its assignees. 8.5 Headings. The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof. View More

Other Matters. The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company. (b)Further Actions. At any time and from time to time, the Company and the Investor agree, without further consideration, to take such actions and to execute and deliver such documents as the other may reasonably request to consummate the transactions contemplated in this Note. (c)Modification; Waiver. This Note sets forth the entire understanding of the... Company and the Investor with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter. This Note may be amended, modified, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the Investor. Any waiver by the Company or the Investor of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Investor to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or hereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, power or privilege hereunder. Any waiver must be in writing. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity. (d)Notices. All notices, requests, demands or other communications to the respective parties hereto shall be in writing addressed to the respective parties and their respective addresses as follows: to the Company, at: 150 Alhambra Circle 12th Floor Coral Gables, FL 33134 United States Attention: William O'Dowd Facsimile: 305-774-0405 E-mail:billodowd@dolphinentertainment.com to Subscriber at: Name: Address: E-mail: or to such address of which either party may subsequently give notice. All notices, requests, demands or other communications to the respective parties hereto shall be in writing addressed to the respective parties at their respective addresses shown beneath their signatures hereto. All such notices, requests, demands and communications described above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by reputable overnight courier service, one business day after its delivery to such courier service with all charges prepaid (or charged to the account of the sender) and with receipt confirmed (by a record of receipt maintained) by such overnight courier, (iii) if delivered by United States mail upon the earlier of actual receipt and three business days after deposit, registered or certified mail, return receipt requested, with proper postage prepaid, (iv) if delivered by facsimile, upon sender's receipt of confirmation of proper transmission, and (v) if delivered by electronic transmission, upon transmission. (e)Severability. If any provision of this Note is invalid, illegal, or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. The rate of interest on this Note is subject to any limitations imposed by applicable usury laws. (f)Headings. The headings in this Note are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Note. (g)Governing Law. This Note and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the laws of the State of Florida without regard to the rules of conflict of laws of such state that would cause the laws of another jurisdiction to apply. The parties hereto acknowledge and agree that venue and jurisdiction for any claim, suit or controversy related to or arising out of this Agreement shall lie in the state or federal courts located in Miami-Dade County, Florida. THE PARTIES HEREBY WAIVE THE RIGHT TO JURY TRIAL OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE CONDUCT OF THE RELATIONSHIP BETWEEN THEM. (h)Due Authorization. The execution and delivery of this Note and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Company. View More

Other Matters. Election of Executive as Director. Contemporaneously herewith, the Board is appointing Executive to fill the position of a Director. For so long as the Executive continues to serve as the Company's Chief Financial Officer, the Company shall cause the nomination of the Executive as a Director at each stockholder meeting at which election of directors is considered and otherwise use its best efforts to cause the election of the Executive as a Director of the Company.

Other Matters. (a) This Agreement contains the complete and entire understanding and agreement between the parties and supersedes any previous communications, representations or agreements, verbal or written, related to the subject matter of this Agreement. This Agreement may only be amended by a writing signed by the party to be charged or its successor(s) in interest. (b) RQSI acknowledges that neither Ramsey, nor any other employee of RQSI's that provides consulting services under this Agreement, is not an ...employee of the Company for any purpose and shall not be entitled to participate in any retirement, health or other benefits which are reserved to employees of the Company. In the performance of all work, duties and obligations under this Agreement, it is mutually understood and agreed that each party is at all times acting and performing as an independent contractor with respect to the other. RQSI shall be solely responsible for and shall comply with all state and federal law pertaining to employment taxes, income withholding, unemployment compensation contribution and other employment related statutes applicable to that party. (c) RQSI represents that providing services under this Agreement and compliance by the parties with the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which Ramsey or RQSI is a party or by which Ramsey or RQSI may be bound and does not violate applicable law. (d) This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, executors, administrators and assigns. -3- (e) This Agreement shall not be modified or amended except by a written instrument signed by the parties hereto. No waiver or failure to act with respect to any breach or default hereunder, subsequent breach or default, whether of similar or different nature. (f) This Agreement may not be assigned without the written consent of the other party. (g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. (h) Each party's performance of its duties and obligations hereunder is conditioned upon, and subject to, the faithful performance by the other party of such other party's own duties and obligations. (i) Each of the parties hereto agrees that it shall hereafter execute and deliver such additional instruments and undertake such additional acts as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. (j) This Agreement may be signed in counterparts by the parties. Each counterpart, when executed and delivered, shall be considered a complete and original instrument and it shall not be necessary to produce or account for any other counterpart when making proof of this Agreement. View More