Notices Contract Clauses (104,236)

Notices. Any notice to the Company provided for in this Agreement shall be addressed to Amedisys, Inc. at its principal business address in care of the Corporate Secretary of the Company, and any notice to the Award Recipient will be addressed to the Award Recipient at the current address shown on the books and records of the Company. Any notice shall be sent by registered or certified mail or overnight courier service.

Notices. Wherever in this Lease it is required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand will be duly given or served if in writing and either: (i) personally served; (ii) delivered by prepaid nationally recognized courier service (e.g., Federal Express, UPS, and USPS) with evidence of receipt required for delivery; (iii) delivered by registered or certified mail, return receipt requested, postage prepaid; or (iv)... if an email address is provided by the recipient, emailed; in all such cases addressed to the parties at the addresses set forth below. Each such notice will be deemed to have been given to or served upon the party to which addressed on the date the same is delivered or delivery is refused. Each party has the right to change its address for notices (provided such new address is in the continental United States) by a writing sent to the other party in accordance with this Section, and each party will, if requested, within 10 days confirm to the other its notice address. Notices from Landlord may be given by either an agent or attorney acting on behalf of Landlord. Notwithstanding the foregoing: (a) any notice from Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access to the Premises, notice of maintenance activities or Landlord access, changes in rules and regulations, etc.) may be given by written notice left at the Premises or delivered by regular mail, facsimile, or electronic means (such as email) to any person at the Premises whom Landlord reasonably believes is authorized to receive such notice on behalf of Tenant without copies; and (b) invoices, notices of change in billing or notice address, and statements of estimated or reconciliation of Operating Expenses and/or utilities, may be sent by regular mail or electronic means (such as email) to Tenant's billing contact without copies. Tenant: Prior to Commencement Date: Passage BIO, Inc. Attn: Monique Molloy Gene Therapy Program University of Pennsylvania Perelman School of Medicine 125 S. 31st St., Ste. 1200 Philadelphia, PA 19104 Phone: (215) 573-9020 Email for billing contact: moniquek@upenn.edu 26 From and after the Commencement Date: Passage BIO, Inc. Attn: Monique Molloy 2001 Market Street, Suite 2850 Philadelphia, PA 19103 Phone: (215) 573-9020 Email for billing contact: moniquek@upenn.edu Landlord: Philadelphia Plaza - Phase II LP c/o Brandywine Realty Trust Attn: Jeff DeVuono, Executive Vice President & Senior Managing Director (RE: Building 182) FMC Tower at Cira Centre South 2929 Walnut St., Suite 1700 Philadelphia, PA 19104 Phone No. 610-325-5600 Email: jeff.devuono@bdnreit.com With a copy to: Email: Legal.Notices@bdnreit.com 22. BROKERS. Landlord and Tenant each represents and warrants to the other that such representing party has had no dealings, negotiations, or consultations with respect to the Premises or this transaction with any broker or finder other than a Landlord affiliate and Broker. Each party shall indemnify, defend, and hold harmless the other from and against any and all liability, cost, and expense (including reasonable attorneys' fees and court costs), arising out of or from or related to its misrepresentation or breach of warranty under this Section. Landlord shall pay Broker a commission in connection with this Lease pursuant to the terms of a separate written agreement between Landlord and Broker. This Section shall survive the Expiration Date. View More

Notices. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief executive officer of the Company, and shall become effective when it is received by the office of the chief executive officer.

Notices. (a) Events Requiring Notice to Holder. In the event of (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividends or other distribution, or any right to subscribe for, purchase or otherwise acquire any Equity Securities or other property; (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any other... merger or consolidation of the Company; or (iii) any voluntary or involuntary dissolution, liquidation, winding up or bankruptcy of the Company (each, a "Record Event"), then and in each such Record Event, the Company shall give the Holder a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right; (B) the date on which any such reorganization, reclassification, recapitalization, merger, consolidation, dissolution, liquidation, winding up or bankruptcy is expected to become effective; and (C) the time, if any, that is to be fixed as to when the holders of record of Common Stock, Warrant Stock or other Equity Securities shall be entitled to exchange their shares of Common Stock, Warrant Stock or other Equity Securities for cash, securities or other property deliverable upon such reorganization, reclassification, recapitalization, merger, consolidation, dissolution, liquidation, winding up or bankruptcy. In each such Record Event, the notice required by this Section 7(a) shall be delivered at least fifteen (15) days prior to the date specified in such notice; provided, however, that neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (i) through (iii) hereof. (b) Manner of Notice. Whenever a notice is required to be given to the Holder pursuant to this Warrant (including, without limitation, any notice required by Section 8(a) above), such notice shall be delivered to the Holder's address of record as shown on the books of the Company and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to Holder, (ii) when sent, if sent by electronic mail or facsimile during normal business hours of the Holder, and if not sent during normal business hours, then on the Holder's next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. 5 8. DEFINITIONS. The following definitions shall apply for all purposes of this Warrant: (a) "Board" shall mean the Board of Directors of the Company. (b) "Deferred Interest Repayment" shall mean the payment by the Company to the Buyer (as defined in the Loan Agreement) of all accrued but unpaid interest on the Loan (as defined in the Loan Agreement) accrued through the date of such payment, and the agreement in writing by the Company to make the remaining payments of interest quarterly in the manner specified in the Original Loan Agreement. (c) "Equity Securities" shall mean (i) any Common Stock or other capital stock of the Company, (ii) any security convertible, with or without consideration, into any Common Stock or other capital stock of the Company (including any option, warrant or other right to subscribe for or purchase such a security), (iii) any security carrying any option, warrant or other right to subscribe for or purchase any Common Stock or other capital stock of the Company, or (iv) any such option, warrant or other right. (d) "Loan Agreement" shall mean the Original Loan Agreement, as amended by that certain First Amendment to Securities Purchase, Loan and Security Agreement, dated as of January 30, 2018. (e) "Original Loan Agreement" shall mean that certain Securities Purchase, Loan and Security Agreement, dated as of July 14, 2017, by and between the Company and BP Peptides, LLC. (f) "Person" shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity. (g) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. View More

Notices. Any notices provided for or permitted by this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or three (3) days after it is mailed if delivered by registered or certified mail, return receipt requested, postage prepaid, addressed to the party for whom intended at such party's address set forth above or to such other address as such party may designate by notice in writing given in the manner provided herein.

Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile (with confirmation of transmission) or email of a PDF document if sent during normal business hours of the recipient,... and on the next business day if sent after normal business hours of the recipient, or (iv) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14): If to the Underwriters: Aegis Capital Corp. 810 7th Avenue 18th Floor New York, NY 10019 Email Address: reide@aegiscap.com Attention: Robert Eide with a copy to: Kaufman & Canoles, P.C. Two James Center 1021 East Cary Street, Suite 1400 Richmond, Va. 23219 Email: awbasch@kaufcan.com Attention: Anthony W. Basch If to the Company: CYNGN Inc. 1015 O'Brien Drive Menlo Park, CA 94025 Email: ltal@cyngn.com Attention: Lior Tal with a copy to: Sichenzia Ference Ross LLP 1185 Avenue of the Americas 31st Floor New York, NY 10036 Email: gsichenzia@SRF.LAW Attention: Gregory Sichenzia 37 Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others in accordance with this Section 14. View More

Notices. Any notice required or permitted herein shall be in writing and shall be mailed, postage prepaid, or sent by overnight courier, properly addressed to the other party at the address set forth below, subject to change by written notice of either party to the other: Company: Montauk Energy Holdings, LLC 680 Andersen Drive, Foster Plaza 10 Pittsburgh, PA 15220 Attention: General Counsel Employee: Sean F. McClain 9100 Timberglen Drive Imperial, PA 15126 Any notice shall be considered given three... days following the date when deposited in the U.S. Mail or one day following the date delivered to an overnight courier. View More

Notices. For the purpose of this Plan, notices and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when actually delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Chief Legal Officer at the Company's corporate headquarters address, and to the Participant (at the last address of the Participant on the Company's books and records).

Notices. Any notice, request, instruction, or other document to be given hereunder to any Party shall be in writing and delivered by hand, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses of delivery prepaid, as follows: If to the Executive: If to Wolverine Bank: David H. Dunn Attn: Chair of Board 1111 North Water Street, Suite 107 Bay City, MI 48708 5710 Eastman Avenue Midland, Michigan 48640 If to Horizon or Horizon Bank... Horizon Bancorp 515 Franklin Street Michigan City, IN 46360 Attn: Craig M. Dwight CEO and Chairman or to such other address as any of the Parties hereto may have furnished to the others in writing in accordance with the preceding. View More

Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk; if to the Company shall be delivered, mailed or sent to Baker Hughes, a GE company, 17021 Aldine Westfield Road, Houston, Texas 77073, Attention: William D. Marsh and if to the Selling Stockholder shall be delivered, mailed or... sent to General Electric Company, 41 Farnsworth Street, Boston, Massachusetts 02210, Attention: Michael Buckner or Mark Landis. View More