Severability Contract Clauses (27,855)

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative... and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby. Promissory Note -- Page 3 DEBTOR: 5:01 ACQUISITION CORP. /s/ Andrew J. Schwab Name: Andrew Schwab Title: Co-CEO Schedule I Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal of Note Person Making Notation EX-10.7 8 tm2030399d3_ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PROMISSORY NOTE $300,000.00 September 17, 2020 FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation ("Debtor"), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company ("Lender"), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) THREE HUNDRED THOUSAND DOLLARS ($300,000) (the "Initial Loan"), or (B) the principal amount of loans outstanding hereunder, as conclusively evidenced on the grid attached hereto as Schedule I (such principal balance of advances as reflected on Schedule I, including the Initial Loan, as of the date of determination, the "Loans"). No Interest shall accrue or be payable on the Loans. All payments received by the Lender hereunder will be applied first to costs of collection, if any, then the balance to principal. Principal shall be payable in lawful money of the United States of America. View More

Severability. In case any provision in this Amendment No. 3 shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment No. 3 and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Severability. In case any provision in this Amendment No. 4 shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment No. 4 and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Severability. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

Severability. Subject to Section 5 above, if any provision of the Agreement is declared illegal, invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that the Agreement shall endure except for the part declared invalid or unenforceable by order of such court; provided, however, that in the event that the terms and conditions of the Agreement are materially altered, the Parties will, in good faith, renegotiate the terms and conditions of the Agreement to reasonably replace s...uch invalid or unenforceable provisions in light of the intent of the Agreement. 9 18. Amendments. No amendment, modification or supplement of any provisions of the Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party. View More

Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of the remainder of this Agreement.

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired th...ereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. 11 20. ENFORCEMENT AND BINDING EFFECT. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company. (b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company's request, and shall inure to the benefit of Indemnitee and Indemnitee's spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. (d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law. View More

Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is ...not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. View More

Severability. If any provision of this Amendment or its application to any person, entity or circumstance is held invalid or unenforceable to any extent, the remainder of this Amendment and the application of such provision to other persons, entities or circumstances is not affected and such provision shall be enforced to the greatest extent permitted by law.

Severability. If any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable, then such provision will be modified automatically to the extent necessary to make such provision fully legal, valid or enforceable and the remainder of this Agreement will continue in full force and effect. 2 15. Cooperation in Drafting; Certain Usage. Each party hereto has cooperated in the negotiation, drafting, preparation and revi...ew of this Agreement. In the event of any interpretation or construction of any provision of this Agreement, such provision will not be construed against either party on the basis that such party was the drafter of such language. As used herein, the term "includes" and its derivatives are to be interpreted as if they are followed immediately by the phrase "without limitation" or similar phrases. View More