BY THE COMPANY WITHOUT THE PRIOR
WRITTEN CONSENT OF EMPLOYEE.
13.
NOTICES.
ANY NOTICE, REQUEST, DEMAND OR OTHER COMMUNICATION
REQUIRED OR PERMITTED UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED PERSONALLY OR ON THE DATE OF RECEIPT
WHEN MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED AS FOLLOWS:
If to the Company:
Allied Motion Technologies Inc.
23 Inverness Way East, Ste 150
Englewood, Colorado 80112
Attention: CEO and Secretary
If to the Employee:
Richard D. Smith
8422 Newland Drive
Arvada, CO 80003
or to such other address or addresses as may be specified from time to time by
notice; provided however, that any notice of change of address shall not be
effective until its receipt by the party to be charged therewith.
14.
GENERAL.
14.1
AMENDMENTS.
NEITHER THIS AGREEMENT NOR ANY OF THE
TERMS OR CONDITIONS HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT BY MEANS OF
A WRITTEN INSTRUMENT DULY EXECUTED BY THE PARTY TO BE CHARGED THEREWITH.
14.2
CAPTIONS AND HEADINGS.
THE CAPTIONS AND PARAGRAPH
HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY, AND SHALL
NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT OR ANY OF THE
PROVISIONS HEREOF.
14.3
GOVERNING LAW.
THIS AGREEMENT, AND ALL MATTERS OR
DISPUTES RELATING TO THE VALIDITY, CONSTRUCTION, PERFORMANCE OR ENFORCEMENT
HEREOF, SHALL BE GOVERNED, CONSTRUED AND CONTROLLED BY AND UNDER THE LAWS OF THE
STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
14.4
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
13
(A)
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, BY AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO EMPLOYEE, TO EXPRESSLY ASSUME AND AGREE TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
FAILURE OF THE COMPANY TO OBTAIN SUCH AGREEMENT PRIOR TO THE EFFECTIVENESS OF
ANY SUCH SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT AND SHALL ENTITLE
EMPLOYEE TO ALL RIGHTS FOR BREACH HEREUNDER.
(B)
IF EMPLOYEE SHOULD DIE WHILE ANY AMOUNTS WOULD STILL BE PAYABLE TO
HIM HEREUNDER IF HE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE
PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
EMPLOYEE'S PERSONAL REPRESENTATIVES OR TO HIS ESTATE.
14.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL HEREOF, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
14.6
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH OR REFERRED TO IN
THIS AGREEMENT, THIS AGREEMENT CONSTITUTES THE SOLE AND ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES HERETO AS TO THE SUBJECT MATTER