Severability Contract Clauses (76,103)

Severability. If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion. It is the intention of the Parties that, if any court or other tribunal construes any provision or clause of this Agreement, or any portion thereof, to be illegal,... void or unenforceable because of the duration of such provision or the area matter covered thereby, such court or other tribunal shall reduce the duration, area or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced. View More

Severability. If any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

Severability. To the extent that any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement. If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed... to be the agreement or obligation of the respective party only to the extent permitted by law. View More

Severability. Each provision hereof shall be separate and independent and the breach of any such provision by Landlord shall not discharge or relieve Tenant from its obligations to perform each and every covenant to be performed by Tenant hereunder. If any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is... invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforceable to the maximum extent permitted by law. View More

Severability. If any provision of this Agreement shall be held invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected thereby and shall remain in full force and effect. In the event that any covenant contained herein is not enforceable in accordance with its terms, Executive and the Company agree that such provision shall be reformed to make it enforceable in a manner that provides as nearly as possible the result intended by this Agreement.

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