Notices Contract Clauses (104,236)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized... overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. The addresses for such communications shall be: If to the Company, to: Home Bistro, Inc. 4014 Chase Avenue, #212 Miami Beach, FL 33140 Attn: Zalmi Duchman Email: 8 If to the Holder: Fourth Man, LLC 21520 Yorba Linda Blvd. Suite G PMB 335 Yorba Linda, CA 92887 e-mail: ed@fourth-man.com 8. APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the city and county of Clark, in the State of Nevada. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts. View More

Notices. All communications hereunder will be in writing and effective only on receipt and, if sent to the Representatives, will be mailed, delivered or faxed to Citigroup Global Markets Inc. (fax no. : (646) 291-1469), 388 Greenwich Street, New York, New York 10013, Attention: General Counsel or, if sent to the Company or the Guarantors, will be mailed, delivered or faxed c/o HCA Inc. (fax no. : (615) 344-1531) and confirmed to it at One Park Plaza, Nashville, Tennessee 37203, Attention: General... Counsel, with a copy to Joseph H. Kaufman, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (fax no. : (212) 455-2502). The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Citi. View More

Notices. 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 shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to: Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Attn: Heidi Fletcher Email: hfletcher@northlandcapitalmarkets.com and Duane Morris, LLP 1540 Broadway New York, NY 10036 Attn: Dean M. Colucci Email: DMColucci@duanemorris.com... and if to the Company, shall be delivered to: ADDvantage Technologies Group, Inc., 1430 Bradley Lane, Suite 196 Carrollton, Texas 75007 Attn: Chief Financial Officer 31 with a copy to: Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C 320 South Boston Avenue, Suite 200 Tulsa, Oklahoma 74103 Attn: Del L. Gustafson Email: dgustafson@hallestill.com 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. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below) or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 13 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. View More

Notices. 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 shall be in writing, unless otherwise specified, and if sent to the Agents, shall be delivered to: Virtu Americas LLC One Liberty Plaza 165 Broadway New York, NY 10006 Attention: Virtu Capital Markets Email: ATM@virtu.com B. Riley Securities, Inc. 299 Park Avenue, 7th Floor New York, NY 10171 Attention: General Counsel Telephone: (212) 457-9947 Email:... atmdesk@brileyfin.com 32 with a copy to: Duane Morris LLP 1540 Broadway New York, NY 10036 Attention: Dean M. Colucci Telephone: (973) 424-2020 Email: dmcolucci@duanemorris.com and if to the Company, shall be delivered to: Chicken Soup for the Soul Entertainment, Inc. 123 E. Putnam Avenue, Floor 2W Cos Cob, CT 06807 Attention: William J. Rouhana, Jr. Telephone: (203) 861-4000 Email: wrouhana@chickensoupforthesoul.com with a copy to: Graubard Miller 405 Lexington Avenue New York, NY 10174 Attention: David Alan Miller and Brian L. Ross Telephone: (212) 818-8800 Email: dmiller@ graubard.com; or bross@graubard.com 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. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission 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, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to each of: Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax: (646) 374-1071, and Credit Suisse Securities (USA) LLC, Eleven... Madison Avenue, New York, New York 10010-3629, Facsimile: (212) 325-4296, Attention: IB-Legal, with a copy to Ropes & Gray LLP, counsel for the Underwriters, at 1211 Avenue of the Americas, New York, New York 10036, Attention: Paul D. Tropp; or, if sent to the Company, will be mailed, delivered or telefaxed to Leo Holdings Corp. II at 100 Wilshire Boulevard, Los Angeles, California 90401, Attention: Simon Brown and confirmed to the Company's counsel at Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler (fax no. : (212) 446-4900). View More

Notices. Any notices from the Representatives to us shall be deemed to have been duly given if mailed, hand-delivered, telephoned (and confirmed in writing), e-mailed, telegraphed, telexed, telecopied or communicated by CommScan or Dealogic wire to us at the address set forth at the foot of this Agreement, or at such other address as we shall have advised you in writing. Any notice from us to the Representatives shall be deemed to have been duly given if mailed, hand-delivered, telephoned (and confirmed... in writing), e-mailed, telegraphed, telexed, telecopied or communicated by CommScan or Dealogic wire to: Keefe, Bruyette & Woods, Inc., a Stifel Company 787 Seventh Avenue New York, New York 10019 Attn. : Telephone: Telecopy: or to such other address, telephone, telecopy or telex as we shall be notified by the Representatives); provided, however, that our Acceptance will be addressed and transmitted in the manner set forth in the Invitation. Communications by telecopy, fax, e-mail, CommScan, Dealogic wire or other written form shall be deemed to be "written" communications. View More

Notices. Any purported termination of employment by the Company for Cause or by you for Good Reason shall be communicated to the other party through written notice, indicating the specific grounds for such termination. Such notice, and all other communications which are required or may be given pursuant to the terms of this letter, shall be sufficient in all respects if given in writing and shall be deemed given (i) if delivered personally, on the date of delivery, (ii) if mailed by certified or... registered mail, return receipt requested and postage prepaid, three (3) days after the mailing date, (iii) if sent via a nationally recognized overnight courier, on the next business day thereafter, or (iv) if sent via facsimile confirmed in writing to the recipient, or via email, on the next business day thereafter, in each case, if to the Company, at the Company's principal place of business, and if to you at the most recent home address (and/or, as applicable, the most recent personal email address) which you have provided to the Company or to such other address or addresses as either party shall have designated in writing to the other party.9. Invention, Non-Disclosure, Non-Competition and Non-Solicitation. As a condition of your employment with the Company, you will be required to execute an Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement in the forms attached as Exhibit C and Exhibit D. 10. Other Agreements. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.11. Proof of Legal Right to Work. You agree to provide to the Company, within three (3) days of your hire date, documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. If you need to obtain a work visa in order to be eligible to work in the United States, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.12. At-Will Employment. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company's policy of employment at will, under which both you and the Company remain free to terminate the employment relationship for any reason or no reason, with or without cause, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as explicitly set forth in section 7 hereof. View More

Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Mark A. Hampton 519 Country Lane Frankfort, KY 40601 If to the Company: President and Chief Executive Officer Farmers Capital Bank Corporation P.O. Box 309 202 West Main St. Frankfort, KY 40601 or... to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. View More

Notices. All notices and other communications to the Company provided for herein will be in writing and will be deemed to have been duly given if delivered personally or sent by nationally recognized overnight courier service or by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party may have hereafter specified by notice in writing to the other): (a) if to the Company, The Cheesecake Factory Incorporated, 26901 Malibu... Hills Road, Calabasas Hills, California, Attention: General Counsel; and (b) if to the Investors, the address provided on Schedule A below. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or e-mailed to: B. Riley Securities, Inc., 299 Park Avenue, New York, NY 10171, Attention: Syndicate Department, with a copy to the Representative's counsel at Reed Smith LLP, 599 Lexington Avenue, New York, NY 10022, Attention: Ari Edelman, Esq., or, if sent to the Company, will be mailed, delivered or e-mailed to Colombier Acquisition Corp., 214... Brazilian Avenue, Suite 200-A, Palm Beach, FL 33480; Attention: Omeed Malik, with a copy to the Company's counsel at Eversheds Sutherland (US) LLP, 700 Sixth Street, NW, Suite 700, Washington, DC 20001, Attention: Payam Siadatpour, Esq. 24 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the affiliates, officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. No party to this Agreement may assign, in whole or in part, this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties hereto. View More