Grouped Into 2,743 Collections of Similar Clauses From Business Contracts
This page contains Notices clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: I-AM Capital Acquisition Company 1345 Avenue of the Americas New York, New York 10105 Attn: With a copy, which shall not constitute notice, to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Barry Grossman, Esq. Fax No. : (212) 370-7889 or to any other address as may have been furnished to Indemnitee in writing by the Company.View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. 12 (b) If to the Company, to: I-AM Capital Edoc Acquisition Company 1345 Avenue of the Americas New York, New York 10105 Corp. 7612 Main Street Fishers Suite 200 Victor, NY 14564 Attn: Kevin Chen, Chief Executive Officer With a copy, which shall not constitute notice, to: to Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas Americas, 11th Floor New York, New York 10105 Attn: Barry Grossman, Esq. Fax No. : (212) 370-7889 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If (a)If to Indemnitee, at the address indicated on the signature page of this... Agreement, or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: I-AM Capital Acquisition Company 1345 Avenue of the Americas New York, New York 10105 Class Acceleration Corp. 2925 Woodside Road Woodside, CA 94062 Attn: Michael T. Moe Chief Executive Officer With a copy, which shall not constitute notice, to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Barry Grossman, Tamar Donikyan, Esq. Fax No. : (212) 370-7889 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: I-AM Apeiron Capital Acquisition Company 1345 Avenue of the Americas New York, New York 10105 Attn: Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Attention: Dr. Joel Shulman With a copy, which shall not constitute notice, to: to Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Barry Grossman, Joshua Englard, Esq. Fax No. : (212) 370-7889 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed: (a) if to Indemnitee, to Indemnitee's address, facsimile number or electronic mail address as shown on the signature page of this Agreement or in the Company's records, as may be updated in accordance with the provisions hereof; or... (b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 3175 Winchester Blvd, Campbell, California 95008, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jeffrey D. Saper, Esq., Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day.View More
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed: (a) if to Indemnitee, to Indemnitee's address, facsimile number address or electronic mail address as shown on the signature page of this Agreement or in the Company's records, as may be updated in accordance with the provisions... hereof; or (b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 3175 Winchester Blvd, Campbell, 6275 Nancy Ridge Drive, Suite 100, San Diego, California 95008, 92121, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jeffrey D. Saper, Esq., Kenneth Clark and Tony Jeffries at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day. View More
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed: (a) if to Indemnitee, to Indemnitee's address, facsimile number or electronic mail address as shown on the signature page of this Agreement or in the Company's records, as may be updated in accordance with the provisions hereof; or... (b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company President at 3175 Winchester Blvd, Campbell, California 95008, Reign Sapphire Corporation, 9465 Wilshire Boulevard, Level 3, Beverly Hills, CA 90212, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jeffrey D. Saper, Willa Qian, Esq., Wilson Sonsini Goodrich Qian & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. Co., 135 Main St., 9th Floor, San Francisco, CA 94105. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day. View More
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed: (a) if to Indemnitee, Indemnified Parties, to Indemnitee's Indemnified Parties' address, facsimile number or electronic mail address as shown on the signature page of this Agreement or in the Company's records, as may be updated in... accordance with the provisions hereof; or (b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company General Counsel at 3175 Winchester Blvd, Campbell, California 95008, 1204 Middlefield Road, Redwood City, CA 94063, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jeffrey D. Saper, Esq., Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. Indemnified Parties. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day nextbusiness-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day. View More
Notices. (a) All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement will be in writing, unless otherwise specified, and if sent to Ascendiant, will be delivered to: Ascendiant Capital Markets, LLC Attention: Managing Partner 110 Front Street, Suite 300 Jupiter, FL 33477 with a copy to: Clyde Snow & Sessions, PC 201 S. Main Street, Suite 2200 Salt Lake City, UT 84111 Attn: Brian A. Lebrecht and if to the Company, will... be delivered to: BitNile Holdings, Inc. Attention: Milton Ault, III, Executive Chairman 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 with a copy to: Olshan Frome Wolosky LLP Attention: Kenneth A. Schlesinger, Esq. 1325 Avenue of the Americas, 15th Floor New York, NY 10019 (b) Each such notice or other communication will be deemed given: (i) when delivered personally on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day; or (ii) on the next Business Day after timely delivery to a nationally recognized overnight courier. For purposes of this Agreement, "Business Day" will mean any day on which the Exchange and commercial banks in the City of New York are open for business. (c) An electronic communication ("Electronic Notice") will be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice will be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and will be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice"), which will be sent to the requesting party within 10 days of receipt of the written request for Nonelectronic Notice. (d) Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.View More
Notices. (a) All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement will be in writing, unless otherwise specified, and if sent to Ascendiant, will be delivered to: Ascendiant Capital Markets, LLC Attention: Managing Partner 110 Front Street, Suite 300 Jupiter, FL 33477 18881 Von Karman Avenue, 16th Floor Irvine, CA 92612 with a copy to: Clyde Snow Michael Best & Sessions, PC 201 S. Friedrich LLP Attention: James R.... Kruse 170 South Main Street, Suite 2200 1000 Salt Lake City, UT 84111 Attn: Brian A. Lebrecht 84101 23 and if to the Company, will be delivered to: BitNile DPW Holdings, Inc. Attention: Milton Ault, III, Chief Executive Chairman 11411 Southern Highlands Parkway, Officer 201 Shipyard Way, Suite 240 Las Vegas, NV 89141 E Newport Beach, CA 92663 with a copy to: Olshan Frome Wolosky Sichenzia Ross Ference LLP Attention: Kenneth A. Schlesinger, Esq. 1325 Marc J. Ross 1185 Avenue of the Americas, 15th 37th Floor New York, NY 10019 10036 (b) Each such notice or other communication will be deemed given: (i) when delivered personally on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day; or (ii) on the next Business Day after timely delivery to a nationally recognized overnight courier. For purposes of this Agreement, "Business Day" will mean any day on which the Exchange and commercial banks in the City of New York are open for business. (c) An electronic communication ("Electronic Notice") will be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice will be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and will be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice"), which will be sent to the requesting party within 10 days of receipt of the written request for Nonelectronic Notice. (d) Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Notices. (a) All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement will be in writing, unless otherwise specified, and if sent to Ascendiant, will be delivered to: Ascendiant Capital Markets, LLC Attention: Managing Partner 110 Front Street, Suite 300 Jupiter, FL 33477 18881 Von Karman Avenue, 16th Floor Irvine, CA 92612 14 with a copy to: Clyde Snow & Sessions, PC P.C. Attention: Brian Lebrecht 201 S. South Main... Street, Suite 2200 1300 Salt Lake City, UT 84111 Attn: Brian A. Lebrecht and if to the Company, will be delivered to: BitNile Holdings, ENDRA Life Sciences Inc. Attention: Milton Ault, III, Executive Chairman 11411 Southern Highlands Parkway, David Wells, Chief Financial Officer 3600 Green Court, Suite 240 Las Vegas, NV 89141 350 Ann Arbor, MI 48105 with a copy to: Olshan Frome Wolosky K&L Gates LLP Attention: Kenneth A. Schlesinger, Esq. 1325 Avenue of the Americas, 15th Floor New York, NY 10019 Mark Busch 300 South Tryon Street, Suite 1000 Charlotte, NC 28202 Notice to any other Agent shall be sent to its address set forth in Annex 1 hereto. (b) Each such notice or other communication will be deemed given: (i) when delivered personally on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day; or (ii) on the next Business Day after timely delivery to a nationally recognized overnight courier. For purposes of this Agreement, "Business Day" will mean any day on which the Exchange and commercial banks in the City of New York are open for business. (c) An electronic communication ("Electronic Notice") will be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice will be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and will be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice"), which will be sent to the requesting party within 10 days of receipt of the written request for Nonelectronic Notice. (d) Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Notices. (a) All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement will be in writing, unless otherwise specified, and if sent to Ascendiant, will be delivered to: Ascendiant Capital Markets, LLC Attention: LLC, Attn. : Bradley J. Wilhite, Managing Partner 110 Front Street, Suite 300 Jupiter, FL 33477 18881 Von Karman Avenue, 16th Floor Irvine, CA 92612 Email: bwilhite@ascendiant.com with a copy to: Clyde Snow &... Sessions, PC P.C., Attn: Brian Lebrecht 201 S. South Main Street, Suite 2200 1300 Salt Lake City, UT 84111 Attn: Brian A. Lebrecht Email: bal@clydesnow.com 24 and if to the Company, will be delivered to: BitNile IMAC Holdings, Inc. Attention: Milton Ault, III, Inc., Attn. : Mr. Jeffrey S. Ervin, Chairman and Chief Executive Chairman 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 Officer 1605 Westgate Circle Brentwood, Tennessee 37027 Email: jervin@imacrc.com with a copy to: Olshan Frome Wolosky LLP Attention: Kenneth A. Schlesinger, LLP, Attn: Spencer G. Feldman, Esq. 1325 Avenue of the Americas, 15th Floor New York, NY New York 10019 Email: sfeldman@olshanlaw.com (b) Each such notice or other communication will be deemed given: (i) when delivered personally on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day; or (ii) on the next Business Day after timely delivery to a nationally recognized overnight courier. For purposes of this Agreement, "Business Day" will mean any day on which the Exchange and commercial banks in the City of New York are open for business. (c) An electronic communication ("Electronic Notice") will be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice will be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and will be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice"), which will be sent to the requesting party within 10 days of receipt of the written request for Nonelectronic Notice. (d) Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent by: (i) by United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery, (iii) delivered in person or (iv) sent by telecopier or facsimile machine which automatically generates a transmission report that states the date and time of the transmission, the length of the document transmitted... and the telephone number of the recipient's telecopier or facsimile machine (with a copy thereof sent in accordance with clause (i), (ii) or (iii) above). All notices shall be deemed to have been given upon receipt. All notices shall be addressed to the parties at the addresses set forth on the signature page hereto 4. Governing law. This Note shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of laws thereof.View More
Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent by: (i) by United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery, (iii) delivered in person or (iv) sent by telecopier or facsimile machine which automatically generates a transmission report that states the date and time of the transmission, the length of the document transmitted... and the telephone number of the recipient's telecopier or facsimile machine (with a copy thereof sent in accordance with clause (i), (ii) or (iii) above). All notices shall be deemed to have been given upon receipt. All notices shall be addressed to the parties at the addresses set forth on below: To the signature page hereto 4. Maker: 101 Plaza Real South, St. 202N, Boca Raton, 33432 FL USA To the Holder: 44 Plateon Street, 54249 Thessaloniki Greece 6. Governing law. This Note shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of laws thereof. View More
Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent by: (i) by United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery, (iii) delivered in person or (iv) sent by telecopier or facsimile machine which automatically generates a transmission report that states the date and time of the transmission, the length of the document transmitted... and the telephone number of the recipient's telecopier or facsimile machine (with a copy thereof sent in accordance with clause (i), (ii) or (iii) above). All notices shall be deemed to have been given upon receipt. All notices shall be addressed to the parties at the addresses set forth on below: To the signature page hereto 4. Maker: NutraFuels, Inc., 6601 Lyons Rd. L-6, Coconut Creek, FL 33073 To the Holder: Neil Catania, 5 Fireplace Court, East Northport, NY 11731 6. Governing law. This Amended and Restated Promissory Note shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of laws thereof. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Gores Holdings VI, Inc. 6260 Lookout Road Boulder, CO 80301 Attn: Mark Stone, Chief Executive Officer 16 With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Heather Emmel, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company.View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Gores Holdings VI, V, Inc. 6260 Lookout Road Boulder, CO 80301 9800 Wilshire Blvd. Beverly Hills, CA 90212 Attn: Mark Stone, Chief Executive Officer 16 With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Heather Emmel, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Gores Holdings VI, Metropoulos II, Inc. 6260 Lookout Road Boulder, CO 80301 Attn: Mark Stone, Alec Gores, Chief Executive Officer 16 With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Heather Emmel, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Gores Holdings VI, Technology Partners, Inc. 6260 Lookout Road Boulder, CO 80301 Attn: Mark Stone, Chief Ted Fike, Co-Chief Executive Officer Justin Wilson, Co-Chief Executive Officer 16 With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Heather Emmel, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate... in accordance with the terms hereof): if to the Trading Company: OASIS Centurion, LLC c/o R. J. O'Brien Fund Management, LLC 222 S. Riverside Plaza Suite 900 Chicago, Illinois 60606 Facsimile: 312-373-4831 Email: jdematteo@rjobrien.com if to the Managing Member: R. J. O'Brien Fund Management, LLC 222 S. Riverside Plaza Suite 900 Chicago, Illinois 60606 Facsimile: 312-373-4831 Email: jdematteo@rjobrien.com 19 CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission. With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: Centurion Investment Management LLC 590 Madison Avenue 34th Floor New York, NY 10022 212-518-3567 262-789-6699 E-mail Umran.zia@centurionim.com 20. Continuing Nature of Representations, Warranties and Covenants: Survival. All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will promptly notify the other parties of such fact.View More
Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate... in accordance with the terms hereof): if to the Trading Company: OASIS Centurion, DCM PTY, LLC c/o R. J. O'Brien Fund Management, LLC 222 S. Riverside Plaza Suite 900 1200 Chicago, Illinois 60606 Facsimile: 312-373-4831 Email: jdematteo@rjobrien.com if to the Managing Member: R. J. O'Brien Fund Management, LLC 222 S. Riverside Plaza Suite 900 1200 Chicago, Illinois 60606 Facsimile: 312-373-4831 Email: jdematteo@rjobrien.com 19 CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission. jdematatteo@rjobrien.com With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: Centurion Investment Degraves Capital Management LLC 590 Madison Avenue 34th Floor New York, NY 10022 212-518-3567 262-789-6699 E-mail Umran.zia@centurionim.com PTY Ltd. Suite 1, Level 7, 365 Little Collins St. Melbourne, VIC 3000, Australia Attn: Rabin Kaneyson – Director Phone: +61 416 06 3690 Email: rabin@degravescapital.com 20. Continuing Nature of Representations, Warranties and Covenants: Survival. All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact. 14 CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission. View More
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail 6 or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery delivery, facsimile or facsimile electronic transmission.
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or other electronic transmission.
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of... such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver or cause to be delivered to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 days prior to the date therein specified.View More
Notices. (a) Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.01 of the Loan Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder immediately upon any... adjustment of the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, Price, setting forth, forth in reasonable detail, and certifying, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy calculation of such certificate to be delivered to adjustment. (b) In the Holder of this Warrant. (b)In case: event: (i) that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time receivable issuable upon the exercise of this the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other right, security; or 7 (ii) of any capital reorganization of the Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation, Person, or any conveyance sale of all or substantially all of the Company's assets of the Company to another corporation, Person; or (iii) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, Company; then, and in each such case, the Company will deliver shall send or cause to be delivered sent to the Holder at least 20 Business Days prior to the applicable record date or Holders the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date on which for such dividend, distribution, meeting or consent or other right or action, and a record is to be taken for the purpose description of such dividend, distribution or right, and stating the amount and character of other right or action to be taken at such dividend, distribution meeting or right, by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, conveyance, sale, dissolution, liquidation or winding-up is proposed to take place, and the time, date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time receivable issuable upon the exercise of this the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, sale, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 days prior winding-up, and the amount per share and character of such exchange applicable to the date therein specified. Warrant and the Warrant Shares. View More
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, In the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy... of such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, (iii) of any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) (iv) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant shall be entitled to exchange their shares of Common Stock (or such other stock or securities) securities for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered given at least 15 ten (10) days prior to the date therein specified. View More
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, In the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy... of such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, (iii) of any reclassification of the capital stock of the Company, (iv) -6- of any consolidation Change of Control Event or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) (v) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, Change of Control Event, dissolution, liquidation or winding-up is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant shall be entitled to exchange their shares of Common Stock (or such other stock or securities) securities for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, Change of Control Event, dissolution, liquidation or winding-up. Such notice shall be delivered mailed or otherwise given at least 15 ten (10) days prior to the date therein specified. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company, will be mailed, delivered or telefaxed to Targa Resources Corp. and confirmed to it at 811 Louisiana Street, Suite 2100, Houston, Texas 77002, attention of Paul W. Chung, General Counsel (fax no. 713.554.1110) with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760, attention of Thomas G. Zentner (fax no. 713.758.2346); or, if sent to each Manager,... will be mailed, delivered or telefaxed to: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: Equity Syndicate (with a copy to the attention of the Legal Department) Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: General Counsel BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street, Ste. 300 Richmond, Virginia 23219 Attention: Reid Burford Capital One Securities, Inc. 299 Park Avenue, 31st Floor New York, New York 10171 Attention: Phil Winiecki Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019 Attention: Equity Capital Markets Facsimile: (212) 261-2516 37 Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Equity Capital Markets Facsimile: (615) 687-3019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department J.P. Morgan Securities LLC 383 Madison Avenue, 10th Floor New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Attention: Thomas Opladen Jr. Facsimile: (415) 835-2514 MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020 Attention: Capital Markets Group Facsimile: (646) 434-3455 RBC Capital Markets, LLC 200 Vesey Street, 108th Floor New York, New York 10281 Attention: Equity Syndicate Facsimile: (212) 428-6260 Scotia Capital (USA) Inc. 250 Vesey Street, 24th floor New York, New York 10281 Attention: Equity Capital Markets Facsimile: (212) 225-6653 SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, New York 10172 Attention: Equity Capital Markets SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, 11th Floor Atlanta, Georgia 30326 Attention: General Counsel TD Securities (USA) LLC 31 West 52nd Street, 19th Floor New York, New York, 10019 Attention: Equity Capital Markets Facsimile: (212) 827-7252 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 Attention: Equity Syndicate Department Facsimile: (212) 214-5918 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. This Agreement shall each inure to the benefit of and be binding upon BofAML Securities, Inc. as an assignee to Merrill Lynch, Pierce, Fenner & Smith Incorporated without prior written consent of any party.View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company, Partnership, will be mailed, delivered or telefaxed to Targa Resources Corp. (713) 646-4313 and confirmed to it at 811 Louisiana Street, 333 Clay St., Suite 2100, 1600, Houston, Texas 77002, attention of Paul W. Chung, Attention: General Counsel (fax no. 713.554.1110) with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760, attention of Thomas G.... Zentner (fax no. 713.758.2346); Counsel; or, if sent to each Manager, will be mailed, delivered or telefaxed to: Morgan Stanley & Co. Wells Fargo Securities, LLC 1585 Broadway 375 Park Avenue New York, New York 10036 10152 Attention: Equity Syndicate (with a copy to the attention of the Legal Department) General Counsel Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: General Counsel Attn: Syndicate Registration BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street, Ste. 300 Richmond, Virginia 23219 Attention: Reid Burford BMO Capital One Securities, Inc. 299 Park Avenue, 31st Floor Markets Corp. 3 Times Square New York, New York 10171 10036 Attention: Phil Winiecki Legal (Facsimile: (212) 702-1205) and Jonathan Hough (Facsimile: (713) 236-0696) BNP Paribas Securities Corp. 787 7th Avenue New York, New York 10019 Attention: Equity Syndicate Desk Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Credit Agricole Deutsche Bank Securities (USA) Inc. 1301 Avenue of the Americas 60 Wall Street, 2nd Floor New York, New York 10019 10005 Attention: Equity Capital Markets Facsimile: — Syndicate Desk with a copy to Deutsche Bank Securities Inc. 60 Wall Street, 36th Floor New York, New York 10005 Attention: General Counsel fax: (212) 261-2516 37 797-4561 DNB Markets, Inc. 200 Park Avenue, 31st Floor New York, New York 10016 Attention: Kim Dalton Fax: (212) 681-4121 22 Fifth Third Securities, Inc. 38 Fountain Square Plaza Maildrop: 10AT76 Attention: Legal Department Cincinnati, Ohio 45263 Attention: Equity Capital Markets Facsimile: (615) 687-3019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department J.P. Morgan Securities LLC 383 Madison Avenue, 10th Floor Avenue New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Fax: (646) 441-4870 Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Attention: Thomas Opladen Jr. Facsimile: (415) 835-2514 Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730) MUFG Securities Americas Inc. 1221 Avenue of the Americas Americas, 6th Floor New York, New York NY 10020 Attention: Attn: Capital Markets Group Facsimile: Phone: (212) 405-7440 Fax: (646) 434-3455 RBC Capital Markets, LLC 200 Vesey Street, 108th Mizuho Securities USA Inc. 320 Park Avenue, 12th Floor New York, New York 10281 10022 Attention: Equity Syndicate Facsimile: (212) 428-6260 General Counsel Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: General Counsel Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: General Counsel Scotia Capital (USA) Inc. 250 Vesey Street, 24th floor Floor New York, New York 10281 Attention: Equity Capital Markets Facsimile: (212) 225-6653 General Counsel SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor Avenue New York, New York 10172 Attention: Equity Debt Capital Markets Telephone: (212) 224-5300 SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, Road NE, 11th Floor Atlanta, Georgia 30326 Attention: General Counsel TD Securities (USA) LLC 31 West 52nd Street, 19th Floor New York, New York, 10019 Attention: Equity Capital Markets Facsimile: (212) 827-7252 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 Attention: Equity Syndicate Department Facsimile: (212) 214-5918 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Phone: (888) 827-7275 Attn: Syndicate 11. Successors. Successors and Assigns; Amendments. This Agreement will inure to the benefit of and be binding upon each Manager and the parties hereto Partnership and their respective successors and permitted assigns and the directors, officers, directors, employees, agents affiliates and controlling persons referred to in Section 7 12 hereof, and no other person will have any right or obligation hereunder. This Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that this Agreement shall each inure to the benefit of and be binding upon BofAML Securities, Inc. as an assignee to Merrill Lynch, Pierce, Fenner & Smith Incorporated without prior written consent of any party. This Agreement may be amended or modified only by the written consent of the Partnership and the Managers. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company, will be mailed, delivered or telefaxed to Targa Resources Corp. and confirmed to it at 811 1000 Louisiana Street, Suite 2100, 4300, Houston, Texas 77002, attention of Paul W. Chung, General Counsel (fax no. 713.554.1110) with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760, attention of Thomas G. Zentner (fax no. 713.758.2346); or, if sent to... each Manager, will be mailed, delivered or telefaxed to: Deutsche Bank Securities Inc. 60 Wall Street, 2nd Floor New York New York 10005 Facsimile: (212) 797-4561 Equity Capital Markets – Syndicate Desk Barclays Capital Inc. 745 Seventh AvenueNew York, New York 10019 Attention: General Counsel 37 With a copy to: Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005 Attention: General Counsel Capital One Securities Inc. 1000 Louisiana St., Suite 2950 Houston, Texas 77002 Attention: Wesley Fontana, Equity Syndicate Department Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10012 Attention: General Counsel Goldman, Sachs & Co. 200 West Street New York, New York 10282 Attention: Registration Department Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel J.P. Morgan Securities LLC 383 Madison Avenue, 7th Floor New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Facsimile: (415) 835-2514 Attention: David Moran; Thomas Opladen Jr.; Christopher Norris Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: Equity Syndicate (with a copy to the attention of the Legal Department) Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: General Counsel BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street, Ste. 300 Richmond, Virginia 23219 Attention: Reid Burford Capital One Securities, Inc. 299 Park Avenue, 31st Floor New York, New York 10171 Attention: Phil Winiecki Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019 Attention: Equity Capital Markets Facsimile: (212) 261-2516 37 Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Equity Capital Markets Facsimile: (615) 687-3019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department J.P. Morgan Securities LLC 383 Madison Avenue, 10th Floor New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Attention: Thomas Opladen Jr. Facsimile: (415) 835-2514 MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020 Attention: Capital Markets Group Facsimile: (646) 434-3455 RBC Capital Markets, LLC 200 Vesey Street, 108th Floor Street New York, New York 10281 Attention: Equity Syndicate Facsimile: (212) 428-6260 Scotia Capital (USA) Inc. 250 Vesey Street, 24th floor New York, New York 10281 Attention: Equity Capital Markets Facsimile: (212) 225-6653 SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, New York 10172 Attention: Equity Capital Markets General Counsel SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, 11th 8th Floor Atlanta, Georgia GA 30326 Attention: General Counsel TD Securities (USA) LLC 31 West 52nd Street, 19th Floor New York, New York, 10019 Attention: Equity Capital Markets Facsimile: (212) 827-7252 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor Avenue New York, New York 10152 Attention: Equity Syndicate Department Facsimile: (Facsimile: (212) 214-5918 214-5918) 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. This Agreement shall each inure to the benefit of and be binding upon BofAML Securities, Inc. as an assignee to Merrill Lynch, Pierce, Fenner & Smith Incorporated without prior written consent of any party. 38 12. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Managers and any affiliates through which it may be acting, on the other, (b) the Managers are acting solely as sales agents and/or principals in connection with the purchase and sale of the Shares and not as fiduciaries of the Company, and (c) the Company's engagement of the Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Managers have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with the transactions contemplated by this Agreement or the process leading thereto. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company, Partnership, will be mailed, delivered or telefaxed to Targa Resources Corp. (713) 646-4313 and confirmed to it at 811 Louisiana Street, 333 Clay St., Suite 2100, 1600, Houston, Texas 77002, attention of Paul W. Chung, Attention: General Counsel (fax no. 713.554.1110) with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760, attention of Thomas G.... Zentner (fax no. 713.758.2346); Counsel; or, if sent to each Manager, will be mailed, delivered or telefaxed to: Morgan Stanley & Co. Wells Fargo Securities, LLC 1585 Broadway 375 Park Avenue New York, New York 10036 10152 Attention: Equity Syndicate (with a copy to the attention of the Legal Department) Department (fax no: (212) 214-5918) Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: General Counsel Attn: Syndicate Registration BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street, Ste. 300 Richmond, Virginia 23219 Attention: Reid Burford BMO Capital One Securities, Inc. 299 Park Avenue, 31st Floor Markets Corp. 3 Times Square New York, New York 10171 10036 Attention: Phil Winiecki Legal (Facsimile: (212) 702-1205) and Jonathan Hough (Facsimile: (713) 236-0696) BNP Paribas Securities Corp. 787 7th Avenue New York, New York 10019 Attention: Equity Syndicate Desk Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Credit Agricole Deutsche Bank Securities (USA) Inc. 1301 Avenue of the Americas 60 Wall Street, 2nd Floor New York, New York 10019 10005 Attention: Equity Capital Markets Facsimile: – Syndicate Desk with a copy to Deutsche Bank Securities Inc. 60 Wall Street, 36th Floor New York, New York 10005 Attention: General Counsel fax: (212) 261-2516 37 797-4561 DNB Markets, Inc. 200 Park Avenue, 31st Floor New York, New York 10016 Attention: Kim Dalton Fax: (212) 681-4121 Fifth Third Securities, Inc. 38 Fountain Square Plaza Maildrop: 10AT76 Attention: Legal Department Cincinnati, Ohio 45263 Attention: Equity Capital Markets Facsimile: (615) 687-3019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department J.P. Morgan Securities LLC 383 Madison Avenue, 10th Floor Avenue New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Fax: (646) 441-4870 Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Attention: Thomas Opladen Jr. Facsimile: (415) 835-2514 Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730) 23 MUFG Securities Americas Inc. 1221 Avenue of the Americas Americas, 6th Floor New York, New York NY 10020 Attention: Attn: Capital Markets Group Facsimile: Phone: (212) 405-7440 Fax: (646) 434-3455 RBC Capital Markets, LLC 200 Vesey Street, 108th Mizuho Securities USA Inc. 320 Park Avenue, 12th Floor New York, New York 10281 10022 Attention: Equity Syndicate Facsimile: (212) 428-6260 General Counsel Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: General Counsel Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: General Counsel Scotia Capital (USA) Inc. 250 Vesey Street, 24th floor Floor New York, New York 10281 Attention: Equity Capital Markets Facsimile: (212) 225-6653 General Counsel SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor Avenue New York, New York 10172 Attention: Equity Debt Capital Markets Telephone: (212) 224-5300 SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, Road NE, 11th Floor Atlanta, Georgia 30326 Attention: General Counsel TD Securities (USA) LLC 31 West 52nd Street, 19th Floor New York, New York, 10019 Attention: Equity Capital Markets Facsimile: (212) 827-7252 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 Attention: Equity Syndicate Department Facsimile: (212) 214-5918 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Phone: (888) 827-7275 Attn: Syndicate 11. Successors. Successors and Assigns; Amendments. This Agreement will inure to the benefit of and be binding upon each Manager and the parties hereto Partnership and their respective successors and permitted assigns and the directors, officers, directors, employees, agents affiliates and controlling persons referred to in Section 7 12 hereof, and no other person will have any right or obligation hereunder. This Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that this Agreement shall each inure to the benefit of and be binding upon BofAML Securities, Inc. as an assignee to Merrill Lynch, Pierce, Fenner & Smith Incorporated without prior written consent of any party. This Agreement may be amended or modified only by the written consent of the Partnership and the Managers. View More
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight... courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and Holder at the addresses listed on the signature page hereto or at such other address as the Company or Holder may designate by written notice to the other parties hereto.View More
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized... overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent Addresses for notice to the Company and Holder at the addresses listed either party are as shown on the signature page hereto of this Agreement or at such other address as the Company or Holder may designate subsequently modified by written notice to the other parties hereto. notice. View More
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized... overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address on the signature page below, and to Holder at the addresses listed set forth on the signature page Questionnaire attached hereto or at such other address addresses as the Company or Holder may designate by 10 days advance written notice to the other parties hereto. View More
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized... overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and Holder at the addresses listed address as set forth on the signature page hereof, to the Investors at the address set forth on Schedule A attached hereto, to the Common Holders at the address set forth on Schedule B attached hereto or at such other address as the Company Company, the Investors or Holder the Common Holders may designate by 10 days advance written notice to the other parties hereto. View More
