Notices Clause Example with 5 Variations from Business Contracts

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, Underwriter, will be mailed, hand delivered or telecopied and confirmed to the Representative, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 Attention: Randall J. Holder; provided, however, that any notice to ...an the Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied and confirmed to such the Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. [Reserved.]14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Agreement.15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative Underwriter has been retained solely to act as an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative Underwriter has advised or is advising the Company on other matters; (b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company has been advised that the Representative Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, hand mailed or delivered or telecopied and confirmed to the Representative, Representatives c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. NY 10010-3629, Attention: LCD-IBD; LCD-IBD, and c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036, Attention: Equity Syndicate Desk, or, if sent to the Company, will be mailed, hand mailed or delivered or telecopied an...d confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 16555 Spaceship Landing Way Mojave, CA 93501, Attention: Randall J. Holder; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied General Counsel.12. Counterparts and confirmed to such Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. Counterparts. Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. The words “execution,” “execute”, “signed,” “sign,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No that:(a)No Other Relationship. The Representative has Underwriters have been retained solely to act as an underwriter in connection with the sale of the Offered Securities Shares and that no fiduciary, advisory or agency relationship between the Company, Company or any other person, on the one hand, and the Representative, Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative any Underwriter has advised or is advising the Company on other matters; (b) Arms’ and the Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement),(b)Arms’ Length Negotiations. The underwriters have acted at arm’s length and the price of the Offered Securities Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Representatives, and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence Agreement;19 (c)No Recommendation. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person; (d)Absence of Obligation to Disclose. The Company has been advised that the Representative each Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative each Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. and(e)Waiver. The Company waives, to the fullest extent permitted by law, any claims it they may have against the Representative Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representative Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. Company. 14 Successors. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits each inure to the non-exclusive jurisdiction benefit of and be binding upon the Federal parties hereto and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. their respective successors. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, hand delivered or telecopied and confirmed to the Representative, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 Attention: Randall J. Holder; provided, however, that any notice to an Underwrite...r pursuant to Section 8 will be mailed, hand delivered or telecopied and confirmed to such Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. Underwriters. 19 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Agreement.15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative has been retained solely to act as an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has advised or is advising the Company on other matters; (b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, Underwriter, will be mailed, hand delivered or telecopied and confirmed to the Representative, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 Attention: Randall J. Holder; provided, however, that any notice to ...an the Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied and confirmed to such the Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. [Reserved.]14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Agreement.15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative Underwriter has been retained solely to act as an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative Underwriter has advised or is advising the Company on other matters; (b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company has been advised that the Representative Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. 15 17. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriter to properly identify its clients. View More

Notices. All communications hereunder will shall be in writing and, (i) if sent to the Underwriters, will Underwriters shall be mailed, hand delivered or telecopied telefaxed and confirmed to the Representative, Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Facsimile: (212) 325-4296, Attention: LCD-IBD; or, IB CM&A Legal, and c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, and, (ii) if... sent to the Company, will Company shall be mailed, hand delivered or telecopied telefaxed and confirmed to it the Company at 500 West Texas, 100 Centerview Drive Suite 1200, Midland, Texas 79701 300, Nashville, Tennessee 37214 , Attention: Randall J. Holder; Brian Copple; provided, however, that any notice to an any Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied telegraphed and confirmed to such Underwriter.12. Underwriter.14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, 7, and no other person will have any right or obligation hereunder.13. hereunder.15. Representation of Underwriters. The Representative Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative Representatives jointly or by Credit Suisse will be binding upon all the Underwriters.14. Underwriters.16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.17. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative has Representatives have been retained solely to act as an underwriter underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has Representatives have advised or is are advising the Company on other matters; (b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Representatives and the Company is are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Agreement;21 (c) Absence of Obligation to Disclose. The Company has been advised that the Representative Representatives and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative has Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, waive, to the fullest extent permitted by law, any claims it they may have against the Representative Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representative Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Company.18. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More