Severability Contract Clauses (27,855)

Severability. If any provision of this IP Assignment is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this IP Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part hereof. The remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or u...nenforceable provision, there shall be added automatically as part of this IP Assignment a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. View More

Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction adversely affects the rights, immunities, duties or obligations of ...the Rights Agent, then the Rights Agent shall be entitled to resign immediately. -2- 5. Descriptive Headings. The descriptive headings of the several sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof. View More

Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.

Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent of the law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to ...effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. View More

Severability. In the event any term or provision of this Note is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note, which terms and provision shall remain binding and enforceable. 10 14. Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower, HOFREC and Lender agree that the total cumulative number of shares of HOFREC Co...mmon Stock that may be issued to Lender and its affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Approval (defined below). If the number of shares of HOFREC Common Stock issued to Lender and its affiliates under this Note and the other Transaction Documents reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), HOFREC, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Note, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the "Approval"). "Transaction Documents" shall mean (A) this Note, (B) the Certificate of Designations of 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share, of HOFREC, (C) the amended and restated Series C Warrant, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (D) the amended and Series D Warrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (E) the Series E Warrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (F) the Series E Warrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to IRG, LLC, (G) the two Series F Warrants to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to JKP Financial, LLC, (H) the Series G Warrant to purchase HOFREC Common Stock to be issued by the Borrower to Stuart Lichter, (I) the First Amended and Restated Promissory Note, dated as of March 1, 2022, issued by HOFREC to IRG, LLC (J) the First Amended and Restated Promissory Note, dated March 1, 2022, issued by Borrower to JKP Financial, LLC, and (K) the Joinder and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022, by and between HOF Village Newco, LLC, HOF Village Hotel II, LLC, as makers, HOFREC, and JKP Financial, LLC, as holder. View More

Severability. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. IN WITNESS THEREOF, each of the undersigned has executed this Settlement Agreement and General Mutual Release. GUSKIN GOLD CORP. Dated: 10.21.21 By: /s/ Naana Asante Naana Asante Its: CEO AKWASI BONSU Dated: 10.21.21 By: /s/ Akwasi Bonsu Akwasi Bonsu Exhibit A VIA ...EMAIL ONLY To: VStock Transfer, LLC 18 Lafayette Place Woodmere, New York 11598 SUBJECT: Cancelation of Shares DATE: October ___, 2021 Issuer: Guskin Gold Corp. ("Company") Holder: Akwasi Bonsu Cert. #: 41 # of Shares: 2,250,000 Dear Sir/Madam: Per the terms of a Settlement Agreement and Mutual General Release entered into on October 21, 2021, by the Company, I, the undersigned, am requesting you to cancel and return to authorized but unissued status 2,250,000 shares of the Company's Common Stock from certificate numbers above. Please re-issue the 1,000,000 remaining of Common Stock shares to the holder, Akwasi Bonsu, and record on the Company's ledger. The original certificate and a duly executed stock power are enclosed herewith for the above referenced certificate. Please bill the Company for all fees associated with the above requests. Thank you for your prompt attention to this matter. Very truly yours, Akwasi Bonsu EX-10.1 2 gkin_ex101.htm RELEASE AND SETTLEMENT AGREEMENT gkin_ex101.htm EXHIBIT 10.1 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE (the "Agreement") is made and entered into as of October 21, 2021, by and among Guskin Gold Corp., a Nevada corporation (the "Company" or "GKIN"), and Akwasi Bonsu, an individual ("Bonsu"). GKIN and Bonsu are sometimes referred to herein as "Party" or "Parties." RECITALS WHEREAS, on or about May 30, 2020, GKIN and Bonsu entered into that certain Consulting Agreement (the "Consulting Agreement") whereby, GKIN retained the services of Bonsu as a Consultant, specifically such services included, but where not limited to, business development and consulting services (collectively, the "Services"); WHEREAS, pursuant to the terms and conditions of the Consulting Agreement, as consideration for the Services to be rendered by Bonsu to GKIN, GKIN would cause to be delivered to Bonsu 3,250,000 restricted shares of the Company's common stock ("Bonsu Shares"); WHEREAS, subsequent to the execution of the Consulting Agreement, Bonsu has not been able to perform the scope of the Services as requested or required by the Company and as set forth in the Consulting Agreement, accordingly upon execution of this Agreement, Bonsu shall tender his resignation and the Consulitng Agreement shall become null and void upon execution hereof; WHEREAS, Bonsu shall cause the cancellation and return of 2,250,000 shares of the Company's common stock to the Company's treasury; WHEREAS, as a result of negotiations between GKIN and Bonsu, the Parties have proposed a resolution that they deem to be fair and equitable, and by this Agreement, GKIN and Bonsu wish to compromise, resolve, waive and release any and all claims, known or unknown, by and between them as fully set forth herein which exist or may exist today that relate to the performances of the Services and the disposition of the Bonsu Shares. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows: 1. Recitals. The foregoing recitals are true and correct and incorporated by reference herein. View More

Severability. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. IN WITNESS THEREOF, each of the undersigned has executed this Settlement Agreement and General Mutual Release. GUSKIN GOLD CORP. Dated: 10.21.21 By: /s/ Naana Asante Naana Asante Its: CEO U GREEN ENTERPRISES Dated: 10.21.21 By: /s/ Edward Somuah Edward Somuah Its: ...CEO EDWARD SOMUAH Dated: 10.21.21 By: /s/ Edward Somuah Edward Somuah Exhibit A VIA EMAIL ONLY To: VStock Transfer, LLC 18 Lafayette Place Woodmere, New York 11598 SUBJECT: Cancelation of Shares DATE: October ___, 2021 Issuer: Guskin Gold Corp. ("Company") Holder: U Green Enterprises Cert. #: 38 # of Shares: 956,440 Dear Sir/Madam: Per the terms of a Settlement Agreement and Mutual General Release entered into on October 21, 2021, by the Company, I, the undersigned, am requesting you to cancel and return to authorized but unissued status 956,440 shares of the Company's Common Stock from certificate numbers above. The original certificate and a duly executed stock power are enclosed herewith for the above referenced certificate. Please bill the Company for all fees associated with the above requests. Thank you for your prompt attention to this matter. Very truly yours, Edward Somuah Exhibit B ASSIGNMENT OF STOCK AGREEMENT THIS ASSIGNMENT OF STOCK AGREEMENT (this "Agreement") is made and entered into as of October ___, 2021, by and between Edward Somuah ("Assignor") and Naana Asante ("Assignee"). RECITALS WHEREAS, Assignor is the owner and holder of 13,000,000 shares of common stock, par value $0.001 per share, of Guskin Gold Corp., a Nevada corporation (the "Company"); and, WHEREAS, pursuant to the terms and conditions of that certain Settlement Agreement and Mutual General Release, Assignor wishes to convey 11,000,000 restricted shares of the common stock (the "Shares") of the Company (the "Conveyed Shares") to Assignee. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Recitals. The recitals contained hereinabove are acknowledged by the parties as being true and correct and are incorporated by reference herein. View More

Severability. In case any one or more of the provisions, subsections, or sentences contained in the Plan shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of the Plan, and the Plan shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if any one or more of the provisions contained in the Plan shall for any reason be held to be... excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. View More

Severability. In case any one or more of the provisions (or any portion thereof) contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal or unenforceable provision or provisions (or portion thereof) had never been contained herein. If any provision of this Agreement will be determined by a court of... competent jurisdiction to be unenforceable because of the provision's scope, duration or other factor, then such provision will be considered divisible and the court making such determination will have the power to reduce or limit (but not increase or make greater) such scope, duration or other factor or to reform (but not increase or make greater) such provision to 38 make it enforceable to the maximum extent permitted by law, and such provision will then be enforceable against the appropriate party hereto in its reformed, reduced or limited form; provided, however, that a provision will be enforceable in its reformed, reduced or limited form only in the particular jurisdiction in which a court of competent jurisdiction makes such determination. View More

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto. 4 11. Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.