Severability Contract Clauses (76,103)

Severability. The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the Parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

Severability. If any provision of this Agreement is found by a court or arbitral authority of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, or enforceable only if modified, such finding shall not affect the validity of the remainder of this Agreement, which shall remain in full force and effect and continue to be binding on the Parties.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent... permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties. 9 17. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows: If prior to the Closing, to the Company: Benjamin & Brothers, LLC 390 N Orange Ave #1605 Orlando, FL 32801 Attn: Yatin Patel, Co-Founder E-mail: [email protected] with a copy (which shall not constitute notice) to: Katz Teller 255 East Fifth Street, Suite 2400 Cincinnati, OH 45202 Attn: Gabriel J. Kurcab, Esq. Email: [email protected] If prior to the Closing, to Acquiror: Astrea Acquisition Corp. 55 Ocean Lane Drive, Apt. 3021 Key Biscayne, Florida 33149 Attention: Felipe Gonzalez E-mail: [email protected] with a copy (which shall not constitute notice) to: Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 Attention: Jeff Gallant, Esq. Email: [email protected] If to the Company or Acquiror following the Closing: Lexyl Travel Technologies, LLC 205 Datura St., 10th Floor West Palm Beach, FL 33401 Attn: Tim Hentschel, Chief Executive Officer E-mail: [email protected] 10 with copies (which shall not constitute notice) to: Gunster 777 South Flagler Drive Suite 500 East West Palm Beach, FL 33401-6194 Attn: David G. Bates, Esq. Milton Vescovacci, Esq. Mahesh Nanwani, Esq. Robert Lamm, Esq. Email: [email protected] [email protected] [email protected] [email protected] Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 Attention: Ryan Maierson Tana Ryan Navneeta Rekhi Email: [email protected] [email protected] [email protected] If to the Required Members, at the address for such Required Member listed on the signature pages hereto, or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. View More

Severability. If any provision of the Plan is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect. * * * The foregoing amended and restated Plan was approved and... adopted by the Committee on February 11, 2021, and approved by the Stockholders on May 20, 2021. /s/ Kimberly R. Peery Secretary EX-10.1 2 ex10-1.htm Exhibit 10.1 STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN As amended and restated effective February 11, 2021 1. Purpose of the Plan. The purpose of the Plan is to provide the Company with a means to assist in recruiting, retaining, and rewarding certain employees, directors, consultants, and other individuals providing services to the Company and to motivate such individuals to exert their best efforts on behalf of the Company by providing incentives through the granting of Awards. By granting Awards to such individuals, the Company expects that the interests of the recipients will be better aligned with those of the Company by providing recipients with a proprietary interest in the growth and performance of the Company. View More

Severability. The invalidity or unenforceability of any provision contained herein shall in no way affect the validity or enforceability of any other provision of this Agreement; provided, however, that upon any finding by a court of competent jurisdiction that the releases in paragraph 5 of this Agreement are illegal, void or unenforceable, you shall execute a release and waiver to the fullest extent permitted by law in order to effectuate the terms and intent of this Agreement.

Severability. The provisions of this agreement are severable. Should any provision herein be declared invalid by a court of competent jurisdiction, the remainder of the agreement will continue in force, and the parties agree to renegotiate the invalidated provision in good faith to accomplish its objective to the extent permitted by law.

Severability. If at any time after the date of the execution of this Separation Agreement any provision of this Separation Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Separation Agreement, provided, however, that if Section 7 is held to be illegal, void or... unenforceable in whole or in part, the Executive agrees to promptly execute a valid general release and waiver in favor of the Company and the Releasees. View More

Severability. If any term or other provision of this Agreement shall be determined by a court, governmental authority, or arbitrator to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal, or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic... or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under Applicable Law. View More

Severability. If any provision hereof should be held invalid, illegal, or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such... provision in any other jurisdiction. To the extent permitted by applicable law, Licensor and Licensee hereby waive any provision of law that would render any provision hereof prohibited or unenforceable in any respect. View More

Severability. If any one or more of the provisions contained in the Plan, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and all other applications thereof shall not in any way be affected or impaired thereby. The Plan shall be construed and enforced as if such invalid, illegal or unenforceable provision has never comprised a part hereof, and the remaining provisions hereof shall... remain in full force and effect and shall not be affected by the invalid, illegal or unenforceable provision or by its severance herefrom. In lieu of such invalid, illegal or unenforceable provisions there shall be added automatically as a part hereof a provision as similar in terms and economic effect to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable. View More