Notices Clause Example with 4 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, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. Inc. 4400 Biscayne Blvd. 14th Floor Miami, Florida 33137 Atten...tion: Nicholas Stergis Email: nstergis@ladenburg.com If to the Company: BioLife Solutions, Inc. 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 98021 Attention: Daphne Taylor, Chief Financial Officer Email: dtaylor@biolifesolutions.com With a copy to: Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 Attention: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com If to Escrow Agent: Signature Bank 261 Madison Avenue New York, New York, 10016 Attention: Cliff Broder, Group Director and Senior Vice President Fax: (646) 822-1359 10. General. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in the City of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.View More
Variations of a "Notices" Clause from Business Contracts
Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. the Underwriter: Network 1 Financial Securities, Inc. 4400 Bis...cayne Blvd. 14th Floor Miami, Florida 33137 Attention: Nicholas Stergis Galleria, Penthouse 2 Bridge Avenue, Building 2 Red Bank, NJ 07701 Attn: Damon D. Testaverde, Director of Investment Banking Fax No. : (732) 758-6671 With a copy (which shall not constitute notice) to: Magri Law, LLC 2642 NE 9th Ave. Fort Lauderdale, FL 33334 Attn: Philip Magri Email: nstergis@ladenburg.com pmagri@magrilaw.com Fax No. : 646-836-9200 5 If to the Company: BioLife Solutions, Genprex, Inc. 3303 Monte Villa Parkway, 100 Congress Avenue, Suite 310 Bothell, Washington 98021 Attention: Daphne Taylor, 2000 Austin, Texas 78701 Attn: J. Rodney Varner Chief Financial Executive Officer Email: dtaylor@biolifesolutions.com With a copy (which shall not constitute notice) to: Dorsey Streusand Landon & Whitney Ozburn, LLP 701 5th Avenue, 811 Barton Springs Road, Suite 6100 Seattle, Washington 98104 Attention: 811 Austin, TX 78704 Attn: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com J. Ozburn Fax: (512) 236-9904 If to Escrow Agent: Signature Bank 261 Madison Avenue 565 Fifth Avenue, 12th Floor New York, New York, 10016 York 10017 Attention: Cliff Broder, Ed Sirlin, Group Director and & Senior Vice President With a copy (which shall not constitute notice) to: Signature Bank 565 Fifth Avenue, 8th Floor New York, New York 10017 Attention: General Counsel Fax: (646) 822-1359 758-8188 10. General. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in of the City State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. EACH OF THE PARTIES HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. 6 (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. consent to such assignment. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. View More
Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, or via electronic mail (e-mail) to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. Inc. 4400 Biscayne Blvd. 14th ...Floor Miami, Florida 33137 Attention: Nicholas Stergis Email: nstergis@ladenburg.com Principals, see their respective addresses on Schedule I. If to the Company: BioLife Solutions, Inspyr Therapeutics, Inc. 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 98021 Attention: Daphne Taylor, Chief Financial Officer Email: dtaylor@biolifesolutions.com With a copy to: Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 31200 Via Colinas #200 Westlake Village, CA 91362 Attention: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com Lowe Fax: 818-661-6302 If to Escrow Agent: Signature Bank 261 Madison Avenue New York, New York, 10016 Silvestre Law Group, P.C. 31200 Via Colinas #200 Westlake Village, CA 91362 Attention: Cliff Broder, Group Director and Senior Vice President Raul Silvestre Fax: (646) 822-1359 10. 805-553-9783 4 9. General. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York California applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in of the City State of New York, California, located in the County of New York. Ventura. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. View More
Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. Underwriter: Burnham Securities Inc. 4400 Biscayne Blvd. 14th ...Floor Miami, Florida 33137 18500 Von Karman Ave., Suite 560 Irvine, California 92612 Attention: Nicholas Stergis Email: nstergis@ladenburg.com Mr. Hugh Dunkerley, Managing Director Fax: (949) 390-9579 If to the Company: BioLife Solutions, Inc. 3303 Monte Villa Parkway, Code Rebel Corporation 77 Ho'okele Street, Suite 310 Bothell, Washington 98021 102 Kahului, Hawaii 96732 Attention: Daphne Taylor, Mr. Arben Kryeziu, Chief Financial Executive Officer Email: dtaylor@biolifesolutions.com With a copy to: Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 Attention: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com Fax: (808) 893-2401 If to Escrow Agent: Signature Bank 261 Madison Avenue New York, New York, York 10016 Attention: Mr. Cliff Broder, Group Director and Senior Vice President Fax: (646) 822-1359 10. General. (a) This (a)This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in of the City State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. View More
Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. Principal Stockholder: OPKO Health, Inc. Attn: Legal Departmen...t 4400 Biscayne Blvd. 14th Floor Miami, Florida 33137 Attention: Nicholas Stergis Email: nstergis@ladenburg.com If to the Company: BioLife Solutions, MabVax Therapeutics Holdings, Inc. 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 98021 11588 Sorrento Valley Road San Diego, CA 92121 Attention: Daphne Taylor, Chief Financial Officer Email: dtaylor@biolifesolutions.com With a copy to: Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 Attention: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com Gregory P. Hanson Fax: 858-792-7375 If to Escrow Agent: Signature Bank 261 Madison Avenue 950 Third Avenue, 9th Floor New York, New York, 10016 NY 10022 Attention: Cliff Broder, John D. Gonzalez, Group Director and & Senior Vice President Fax: (646) 822-1359 646-822-1520 10. General. (a) This (a)This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in of the City State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. View More
