OR OBLIGATIONS
HEREUNDER SHALL BE VOID.
THIS AGREEMENT MAY NOT BE ASSIGNED 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: Chairman
If to the Employee:
Richard S. Warzala
10365 Via Balestri Drive
Miromar Lakes, FL 33913
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.
12
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.
(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