Notices Clause Example with 46 Variations from Business Contracts
This page contains Notices clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified ...mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section.View More
Variations of a "Notices" Clause from Business Contracts
Notices. All For the purposes of this Agreement, notices, requests demands and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective all other communications provided for in this Agreement shall be in writing (except and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as expressly provided herein) at their respective addresses set forth b...elow follows: If to the CFO: Pawel Girt ul. Batalionu "Parasol" 17/501 45-290 Opole POLAND At his residence address most recently filed with the Company. If to the Company: Delaine Corporation 393 Crescent Ave Wyckoff, NJ 07481 or at to such other address as any party may hereafter be specified have furnished to the others in a notice designated as a notice writing in accordance herewith, except that notices of change of address under shall be effective only upon receipt. CFO ______________ Company _____________ 6 12. Miscellaneous. No provisions of this Section 17. Any notice Agreement may be amended, modified, or request required waived unless such amendment or modification is agreed to in writing signed by the CFO and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be given hereunder shall charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be given performed by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder party shall be deemed given on a waiver of similar or dissimilar provisions or conditions at the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each either party at its address which are not set forth below or at such other address as has been furnished expressly in writing by a party this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive the CFO's termination of Appointment and the termination of this Agreement to the other extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by like notice: If the laws of the State of New Jersey without regard to its conflicts of law principles. Any action to enforce the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors terms and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice conditions of this Agreement shall be brought in the manner provided New Jersey State courts in this Section. and for the City of Wyckoff, New Jersey. View More
Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given called for hereunder shall be deemed properly given if (i) sent by (a) hand delivery, (b) overnigh...t courier, (c) registered or certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or (d) governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the number set out below (or 10 following addresses or to such other number address as either party may hereafter be specified designate by notice in a notice designated as a notice of change of address) accordance with electronic confirmation of its receipt. Any notice or request required this Section: If to be given hereunder Maker: FinTech Acquisition Corp. 712 Fifth Avenue 12th Floor New York, New York 10019 Attention: James McEntee Facsimile: [______] Email: [______] If to Payee: FinTech Investor Holdings, LLC 712 Fifth Avenue 12th Floor New York, New York 10019 Attention: [________] Facsimile: [______] Email: [______] Notice shall be deemed given on the earlier of (i) actual receipt thereof, and by the receiving party, (ii) (A) one (1) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof tender of delivery or dispatch by registered express mail or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. delivery service. View More
Notices. All Any notices, requests and demands to consents, waivers or upon the Senior Lender other communications required or the Debtors or the Subordinated Lender permitted to be effective shall given under the terms hereof must be in writing (except as expressly provided herein) at their respective and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically gen...erated and kept on file by the sending party); (c) upon receipt, when sent by email; or (d) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be those set forth below in the communications and documents that each party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as may hereafter be the recipient party has specified in by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (x) given by the recipient of such notice, consent, waiver or other communication, (y) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (z) provided by a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder nationally recognized overnight delivery service, shall be given rebuttable evidence of personal service, receipt by (a) hand delivery, (b) facsimile or receipt from a nationally recognized overnight courier, (c) delivery service in accordance with clause (x), (y) or (z) above, respectively. The addresses for such communications shall be: If to the Company, to: GROWLIFE, INC. 20301 Ventura Blvd., Suite 126 Woodland Hills, CA 91364 Attn: Sterling C. Scott, CEO Facsimile: 800-770-9788 Email: sscott@growlifeinc.com 9 If to the Holder: Attn: ___________________ Facsimile: ___________________ Email: ___________________ 7. Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Note (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Los Angeles (the "Los Angeles Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Los Angeles Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Los Angeles Courts, or such Los Angeles Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail, return receipt requested, mail or (d) facsimile overnight delivery (with evidence of delivery) to such party at the number set out below (or 10 address in effect for notices to it under this Note and agrees that such other number as may hereafter be specified in a service shall constitute good and sufficient service of process and notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder thereof. Nothing contained herein shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof to limit in any way any right to serve process in any other manner permitted by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each applicable law. Each party at its address set forth below or at such other address as has been furnished in writing by a party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors party for its attorneys' fees and the Subordinated Lender may change their respective addresses other costs and transmission numbers for notices by notice expenses reasonably incurred in the manner provided in this Section. investigation, preparation and prosecution of such action or proceeding. 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Notices. All notices, requests For the purpose of this Agreement, notices and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective all other communications provided for in this Agreement shall be in writing (except as expressly provided herein) at their and delivered by United States certified or registered mail (return receipt requested, postage prepaid) or by courier guaranteeing overnight delivery or by hand delivery (with signed receipt required), addressed t...o the respective addresses set forth below, and such notice or communication shall be deemed to have been duly given two days after deposit in the mail, one day after deposit with such overnight carrier or upon delivery with hand delivery. The addresses set forth below may be changed by a writing in accordance herewith. Company:Civeo Corporation333 Clay Street, Suite 4980Houston, Texas 77002Attn: Chairman of the Board Executive:Allan Schoening__________________________________________ 12. Arbitration. The parties agree to resolve any claim or at such other address controversy arising out of or relating to this Agreement, including but not limited to the consequences of any termination of employment of Executive, by binding arbitration under the Federal Arbitration Act before one arbitrator in Houston, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The fees and expenses of the arbitrator shall be borne solely by the non-prevailing party or, in the event there is no clear prevailing party, as may hereafter be specified in a notice designated the arbitrator deems appropriate. Except as a notice of change of address provided above, each party shall pay its own costs and expenses (including, without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile 12. 10 13. Waiver and Release. As a condition to the number set out below (or 10 such other number as may hereafter be specified in a notice designated receipt of any payment or benefit as a notice severance payment under Section 4 or 5 of change this Agreement, Executive must first execute and deliver to the Company a binding general release, as prepared by the Company, that releases the Company, its officers, directors, employees, agents, subsidiaries and affiliates from any and all claims and from any and all causes of address) action of any kind or character that Executive may have arising out of Executive's employment with electronic confirmation the Company or the termination of its receipt. Any notice such employment, but excluding (i) any claims and causes of action that Executive may have arising under or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, based upon this Agreement, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) any vested rights Executive may have under any employee benefit plan or deferred compensation plan or program of the Company. The general release described above must be effective and irrevocable within 55 days following posting thereof by registered or certified mail, return receipt requested, or (C) upon after the sending thereof when sent by facsimile date of Executive's termination of employment with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. Company (the "Release Period"). View More
Notices. All notices, requests demands, requests, consents, approvals, and demands to other communications required or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective permitted hereunder shall be in writing (except and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by... hand delivery, telegram, or facsimile, addressed as expressly provided herein) at their respective addresses set forth below or at to such other address as may hereafter be such party shall have specified in a notice designated as a notice of change of address under this Section 17. most recently by written notice. Any notice or request other communication required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required permitted to be given hereunder shall be deemed given effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the earlier of (i) actual receipt thereof, and (ii) (A) one (1) first business day following posting thereof such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company to: Aethlon Medical, Inc., 8910 University Center Lane, Suite 660, San Diego, California 92122, Fax (858) 332-1739, with a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent copy by facsimile with electronic confirmation only to: Law Office of its receipt, in each case addressed Jennifer A. Post, Attn: Jennifer A. Post, Esq., Fax (800) 783-2983, (ii) if to each party at its address set forth below the Holder to: __________, __________________________ .. 13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or at such other address as has been furnished terminated only by an instrument in writing signed by a the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of California. Any dispute relating to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice this Warrant shall be adjudicated in the manner provided City of San Diego in the State of California. The headings in this Section. Warrant are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. View More
Notices. All notices, requests and demands to requests, demands, consents, instructions or upon the Senior Lender other communications required or the Debtors or the Subordinated Lender to be effective permitted hereunder shall be in writing (except as expressly provided herein) and faxed, mailed or delivered to each party at their the respective addresses of the parties as set forth below herein, or at such other address as may hereafter be specified in a notice designated as a notice of change of addre...ss under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified the Company shall have furnished to Investor in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall writing. All such notices and communications will be deemed effectively given on the earlier of (i) actual receipt thereof, and when received, (ii) (A) when delivered personally, (iii) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with electronic confirmation an overnight courier service of its receipt, recognized standing or (v) four days after being deposited in each case addressed to each party at its the U.S. mail, first class with postage prepaid. The address for such notices and communications shall be as set forth below or at below: If to the Company: Reven Housing REIT, Inc. 7911 Herschel Avenue, Suite 201 La Jolla, California 92037 Or such other address as has been furnished Borrower may provide to Holder for notices purposes after the issuance of this Note. If to Holder: [__] [____________________] [____________________] 12. Pari Passu Notes. Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in writing by a party right of payment and in all other respects to the other by like notice: If Notes issued in the Convertible Note Financing or pursuant to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If terms of such Notes. In the event Investor receives payments in excess of its pro rata share of the Company's payments to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If Investors of all of the Notes, then Investor shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders. -5- 13. Usury. In the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, event any interest is paid on this Note which is deemed to be in excess of the Debtors then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in principal of this Section. Note. View More
Notices. All notices, requests and demands to Any notice required by this Agreement or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective given in connection with it, shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder and shall be given by... (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice appropriate party by personal delivery or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at delivery service such other address as has been furnished in writing by a party to the other by like notice: FedEx. If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower Borrower: _________ If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If _________ 8. No Waiver. The waiver or failure of either party to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice exercise in the manner any respect any right provided in this Section. agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled. View More
Notices. All notices, requests and demands to Any notice required or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall permitted hereunder (including Conversion Notices) must be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be giv...en by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with electronic confirmation the courier service for delivery. Issuer: Investor: James Briscoe JMJ Financial Liberty Star Uranium & Metals Corp. Its Principal Chief Executive Officer Date: ____________________________________ Date: ____________________________________ EX-10.13 2 exhibit10-13.htm EXHIBIT 10.13 Liberty Star Uranium & Metals Corp.: Exhibit 10.13 - Filed by newsfilecorp.com LBSR Interest free if paid in full within 3 months CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Liberty Star Uranium & Metals Corp., a Nevada corporation (the "Issuer" of this Security) with at least 1,300,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its receipt, Assignees (the "Investor") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Investor (the "Effective Date"). The Principal Sum is up to $500,000 (five hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $450,000 (four hundred fifty thousand) payable by wire (there exists a $50,000 original issue discount (the "OID")). The Investor shall pay $50,000 of Consideration upon closing of this Note. The Investor may pay additional Consideration to the Issuer in each case addressed to each party at its address set forth below or such amounts and at such dates as the Investor may choose, however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments. THE PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE 10% ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The Maturity Date is two years from the Effective Date of each payment (the "Maturity Date") and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other address as has been furnished fees, shall be due and payable. The Conversion Price is 70% of the average of the three lowest closing prices in the 20 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by a party to both parties, at no time will the other by like notice: If to Investor convert any amount of the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice Note into common stock that would result in the manner provided in this Section. Investor owning more than 4.99% of the common stock outstanding. View More
Notices. All notices, requests Notices and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective all other communications under this Agreement shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder and shall be deemed given when mai...led by (a) hand delivery, (b) overnight courier, (c) United States registered or certified mail, return receipt requested, or (d) facsimile postage prepaid, addressed as follows: if to the number set out below (or 10 such other number as may hereafter be specified Company, to the principal headquarters of the Company, attention: _______________; and if to Executive, to Executive's most recent address in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, Company's records; or, in each case addressed respective case, to each party at its address set forth below or at such other address as has been furnished in writing by a party either Party may furnish to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for in writing, except that notices by notice in the manner provided in this Section. of changes of address shall be effective only upon receipt. View More
Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice required or request required to be given permitted hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) regis...tered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be in writing (unless otherwise specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder herein) and shall be deemed effectively given on the earlier of (i) actual earliest of: a. the date delivered, if delivered by personal delivery as against written receipt thereof, and (ii) (A) one (1) therefor or by confirmed facsimile transmission, b. the seventh business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, return receipt requested, or (C) upon c. the sending thereof when sent third business day after mailing by facsimile next-day express courier, with electronic confirmation of its receipt, delivery costs and fees prepaid, in each case case, addressed to each party of the other parties thereunto entitled at its address set forth below or the following addresses (or at such other address addresses as has been furnished in writing such party may designate by a party ten (10) days' advance written notice similarly given to each of the other parties hereto): 21 COMPANY: Rejuvel Bio-Sciences, Inc. Chase Bank Building 150 SE 2nd Ave., Suite 403 Miami, FL 33131 Attention: Charles J. Scimeca, President Email: cscimeca@gmail.com Fax: 786-441-1941 With copies to (which shall not constitute notice): [______________________________] BUYER: With copies to (which shall not constitute notice): 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's representations and warranties herein shall survive for so long as any Debentures are outstanding, and shall inure to the other by like notice: If to benefit of the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors Buyer, its successors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. assigns. View More
