Notices Contract Clauses (104,236)

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telecopied and confirmed to the Representative at Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, Attention: General Counsel; with a copy to Covington & Burling LLP, The New York Times Building, 620 Eighth Avenue, New York, New York, 10018, Attention: Donald J. Murray, Esq. or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at... 420 Lexington Avenue, Suite 2012, New York, New York 10170, Attention: Gary S. Jacob, CEO, with a copy to Sheppard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plaza, New York, New York 10112, Attention: Jeffrey Fessler, Esq. View More

Notices. Any notice, report or payment required or permitted to be given or made under this Agreement by one Party to the other shall be in writing and addressed to the other Party at the following address (or at such other address as shall be given in writing by one Party to the other): If to the Company: Integrated Rail and Resources Acquisition Corp. -7- Attention: Chris Bertel; Tim Fisher Email: cabertel@rgpc.com; tfisher@dhipgroup.com With a copy to: Reed Smith LLP Attention: Ari Edelman, Esq.... Email: aedelman@reedsmith.com If to AST: American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Attention: Relationship Management With a copy to: American Stock Transfer & Trust Company, LLC 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Legal Department Email: legalteamAST@astfinancial.com 14. Miscellaneous. (a) The Company acknowledges and agrees that (i) nothing herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and (ii) the Company waives, to the fullest extent permitted by law, any claims that it may have against AST for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that AST shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim. (b) This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without reference to its conflicts of law rules. It is agreed that any action, suit or proceeding arising out of or based upon this Agreement shall be brought in the United States District Court for the Southern District of New York or any court of the State of New York of competent jurisdiction located in such District. Service of any process by registered mail addressed to each party at the respective address above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. Each Party (i) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Services in any New York State court or in any such Federal court; (ii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court; and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF ANY SERVICE HEREUNDER. -8- (c) The compensation, reimbursement, confidentiality, indemnification, jurisdiction, governing law, and waiver of jury trial provisions contained herein shall remain in full force and effect regardless of the termination of this Agreement. No amendment or waiver of any provision hereof shall be effective unless in writing and signed by the Parties and then only in the specific instance and for the specific purpose for which given. This Agreement is the only agreement between the Parties with respect to the matters contemplated hereby and sets forth the entire understanding of the Parties with respect thereto. This Agreement and the obligations hereunder of each Party shall not be assignable by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned); provided that AST may assign this Agreement or any rights granted hereunder, in whole or in part, to (i) its Affiliates in connection with a reorganization or (ii) a Person that acquires all or substantially all of the business or assets of AST whether by merger, acquisition, or otherwise. (d) This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or in ".pdf" or ".tif" form shall be effective as delivery of a manually executed counterpart of this Agreement. If any provision of this Agreement shall be held illegal or invalid by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement between the Parties to the fullest extent permitted by law. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given if: (i) delivered personally, (ii) one day after being sent by FedEx or a similar commercial overnight service, or (iii) three days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to Company at its principal office, attention: Chief Executive Officer, or to Executive at Executive's last principal residence known to the... Company, or at such other addresses as the parties may designate by written notice. View More

Notices. All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: If to the Company: Joy Global Inc.100 East Wisconsin Avenue, Suite 2780Milwaukee, WI 53202Attention: Corporate SecretaryFacsimile: 414-319-8510 or to such other address or facsimile number as any party shall have... furnished to the other in writing in accordance with this Paragraph 12. Notice and communications shall be effective when actually received by the addressee. View More

Notices. All requests, notices and other communications required or permitted to be given under this Agreement shall be in writing. Delivery thereof shall be deemed to have been made when such notice shall have been either (i) duly mailed by first-class mail, postage prepaid, return receipt requested, or any comparable or superior postal or air courier service then in effect, or (ii) transmitted by hand delivery, telegram, telex, telecopier or facsimile transmission, to the party entitled to receive the... same at the address indicated below or at such other address as such party shall have specified by written notice to the other party hereto given in accordance herewith or, if you are still employed by Capital One, at your interoffice address or electronic mail address at Capital One: If to you: To the most recent address on record with Capital One. If to Capital One: Non-Competition Program Administrator Capital One Financial Corporation 15000 Capital One Drive Richmond, Virginia 23238 16. Headings. The headings in this Agreement are included for convenience only and shall not constitute a part of the Agreement nor shall they affect its meaning, construction or effect. View More

Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and... received when delivered personally, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to Employer: 1065 Ashley Street, Suite 150 Bowling Green, Kentucky 42103 if to Lively: to the address most recently on file in the payroll records of Employer. View More

Notices. All notices thereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission, sent by overnight courier service, or sent by United States mail, return receipt requested. Such notices shall be deemed to have been given: (a) if delivered in person, on the date of delivery; (b) if delivered by facsimile transmission, on the date of transmission if transmitted by 5:00 p.m. (local time, Omaha, Nebraska) on a business day... or, if not, on the next succeeding business day; provided that a copy of such notice is also sent the same day as the facsimile transmission by any other means permitted herein; (c) if delivered by overnight courier, on the date that delivery is first attempted; or (d) if by United States mail, on the earlier of two (2) business days after depositing in the United States mail, postage prepaid and properly addressed, or the date delivery is first attempted. Notices shall be addressed as set forth as set forth on the signature page hereof, or to such other address as the party to whom such notice is intended shall have previously designated by written notice to the serving party. Notices shall be deemed effective upon receipt. View More

Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and delivery shall be deemed to have been made (i) on the day of delivery if delivered in person; (ii) three business days following the date when such notice is deposited in first class mail, postage prepaid, return receipt requested; or (iii) the business day following the date when such notice is deposited with any overnight air courier service, to the Party entitled to receive the... same, at the address indicated below or at such other address as such Party shall have specified by written notice to the other Party given in accordance with the terms of this Paragraph 19: If to the Company Air Wisconsin Airlines Corporation W6390 Challenger Drive, Suite 203 Appleton, Wisconsin 54914 Attn: Chief Executive Officer If to the Executive Liam Mackay Air Wisconsin Airlines LLC W6390 Challenger Drive, Suite 203 Appleton, Wisconsin 54914 20. Headings. The headings of any paragraphs in this Agreement are for reference only and shall not be used in construing the terms of this Agreement. View More

Notices. Any notice, request, demand, instruction or other communication to be given to either Party hereunder, except where required to be delivered at the Closing, shall be in writing and shall either be (a) hand-delivered, (b) sent by Federal Express or a comparable overnight mail service, or (c) mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, or (d) sent by electronic mail or other electronic means, to Option Holder, the Administrative Agent on behalf of... Owners, Option Holder's Attorney and Owner's Attorney, at their respective addresses set forth in Section 1 of this Contract. Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The addressees and addresses for the purpose of this paragraph may be changed by giving notice. Unless and until such written notice is received, the last addressee and address stated herein shall be deemed to continue in effect for all purposes hereunder. View More

Notices. All notices, demands, solicitations of consent or approval, and other communications hereunder shall be in writing and shall be sufficiently given if personally delivered, transmitted by facsimile, sent by electronic transmission or sent postage prepaid by overnight courier or registered or certified mail, return receipt requested, addressed as follows: if intended for the Company's principal office or if intended for the Executive, at the last address the Company has on file for the Executive.... Notices shall be deemed to have been given and received: (a) if personally delivered, at the time of receipt; (b) if transmitted on a business day by electronic transmission with confirmation of receipt or by facsimile with machine-generated confirmation of transmission without notation of error, on the business day it is sent if sent before 5:00 p.m. local time of the recipient, otherwise the next business day; (c) if mailed, on the second Business Day after it is mailed, and (d) if sent by overnight courier, on the next Business Day after it is sent. The provisions of this Section 14 shall not prohibit the giving of written notice in any other manner; provided, however, that any such written notice shall be deemed given only when actually received. View More