Notices Contract Clauses (104,236)

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by email (with confirmation of receipt) or sent by a nationally recognized overnight courier service, such as United Parcel Service, to the parties hereto at the following addresses (or at such other address for a party as shall be specified by like notice made pursuant to this Section 8): if to Acquiror, to it at: Falcon Capital Acquisition Corp. 660 Madison Avenue, 12th Floor... New York, NY 10065 Attn: Alan G. Mnuchin E-mail: agm@ariliam.com with a copy to (which shall not constitute notice): White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Attn: Joel Rubinstein; Bryan J. Luchs Email: joel.rubinstein@whitecase.com; bryan.luchs@whitecase.com 4 if to the Sponsor, to it at: Falcon Equity Investors LLC 660 Madison Avenue, 12th Floor New York, NY 10065 Attn: Alan G. Mnuchin E-mail: agm@ariliam.com if to the Company, to it at: Sharecare, Inc. 255 East Paces Ferry Road Atlanta, GA 30305 Attn: General Counsel Email: henry.jay@sharecare.com with a copy to (which shall not constitute notice): King & Spalding LLP 1180 Peachtree Street, NE Atlanta, GA 30309 Attn: Rahul Patel; Keith Townsend; John Anderson Email: rpatel@kslaw.com; ktownsend@kslaw.com; john.anderson@kslaw.com 10. Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof. View More

Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) one business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery and (iii) when transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and such notice is... sent by an additional method provided hereunder, in each case above provided such communication is addressed to the intended recipient thereof as set forth below: If to the Company, to: InPoint Commercial Real Estate Income, Inc. 2901 Butterfield Road Oak Brook, IL 60523 Attention: Mitchell Sabshon Telephone: (630) 218-8000 Facsimile: (630) 218-4955 with copies to: Alston & Bird LLP 1201 W. Peachtree St. NW Atlanta, Georgia 30309 Attention: Rosemarie A. Thurston Email: Rosemarie.Thurston@alston.com If to the Dealer Manager, to: Inland Securities Corporation 2901 Butterfield Road Oak Brook, IL 60523 Attention: Suzanne Bond Telephone: (630) 218-8000 Facsimile: (630) 574-4420 29 15. Reference to Inland Securities Corporation. All references herein to the Dealer Manager or Inland Securities Corporation hereunder shall be deemed to include all successors and assigns of Inland Securities Corporation. View More

Notices. Any notice or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, by facsimile transmission, by a nationally recognized overnight delivery service or mailed by registered mail, return receipt requested, to a party at her or its address set forth below or at such other address as a party may specify by notice to the others: If to the Company: c/o HF GROUP HOLDING CORPORATION 6001 West Market... Street Greensboro, NC 27409 Fax: Attention: 11 If to Executive: At the home address on file with the Company or to such other addresses as either party hereto may from time to time specify to the other. Any notice given as aforesaid shall be deemed received upon actual delivery. 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 Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention of Equity Syndicate, fax no. 212-214-5918 (with such fax or other electronic means to be confirmed by telephone to 212-214-6144) and to BTIG, LLC 65 E 55th St, New York, NY 10022, Attention to General Counsel; or, if sent to the Company, will be mailed,... delivered or telefaxed to North Atlantic Acquisition Corporation, 93 Mill Street, Zone 5, Central Business District, Qormi CBD 5090, Malta, Attention: Gary Quin, with a copy to the Company's counsel at Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, New York, NY 10105, Attention: Douglas S. Ellenoff, Esq. 36 13. 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 8 hereof, and no other person will have any right or obligation hereunder. View More

Notices. All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing, and delivered in person or sent by either United States certified mail, return receipt requested, postage prepaid or by Federal Express or other nationally recognized overnight delivery service. Notices and demands to Tenant shall be addressed to it at the address set forth above or to such other place as Tenant may from time to time designate in a written notice to... Landlord. Notices and demands to Landlord shall be addressed to it at the address set forth above, or to such other firm or to such other place as Landlord may from time to time designate in a written notice to Tenant. View More

Notices. All notices and other communications which are required and may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient and effective in all respects if given in writing or telecopied, delivered or mailed by registered or certified mail, postage prepaid, as follows: (a) if to a Senior Creditors or the Company, at the address set forth in the Securities Purchase Agreement; and (b) if to the Subordinated Creditor, at: KORR Value, LP 1400 Old Country Road... Westbury New York 11590 or such other address or addresses as any party hereto shall have designated by written notice to the other parties hereto. Notices shall be deemed given and effective upon the earlier to occur of (x) the third day following deposit thereof in the U.S. mail or (y) receipt by the party to whom such notice is directed. View More

Notices. Any notice to the Company required under or relating to this Agreement shall be in writing and addressed to: Old Point Financial Corporation Attention: Human Resource Director 101 East Queen Street Hampton, Virginia 23669 Any notice to the Participant required under or relating to this Agreement shall be in writing and addressed to the Participant at the Participant's address as it appears on the records of the Company.

Notices. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to J.P. Morgan Securities LLC, shall be sufficient in all respects if delivered or sent to J.P. Morgan Securities LLC, 383 Madison Avenue, 7th Floor, New York, New York 10179, Attention: Special Equities Group, Adam Rosenbluth (email adam.s.rosenbluth@jpmorgan.com)... or Brett Chalmers (email brett.chalmers@jpmorgan.com); Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, Attention: Thomas Opladen with copies to ECM Legal (fax: (212) 449-0355) with a copy to ECM Legal (fax: (212) 230-8730); Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (fax: (646) 291-1469); RBC Capital Markets, LLC, RBC Capital Markets, LLC, 200 Vesey Street,8th Floor, New York, New York 10281-8098, Attn: Equity Syndicate (phone: 877-822-4089; email: equityprospectus@rbccm.com); Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Department (fax: (212) 214-5918); and UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attention: Syndicate, if to the Partnership, shall be sufficient in all respects if delivered or sent to it at MPLX LP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202-2137, Attn: Nancy Buese, with a copy to MPLX LP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202-2137, Attn: Cory Bromley and, if to the Selling Unitholder, shall be sufficient in all respects if delivered or sent to it to M&R MWE Liberty, LLC, 2000 McKinney Avenue, Suite 1200, Dallas, Texas 75201, Attn: John Raymond. Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Partnership, in its own capacity as in its capacity as Custodian for the Selling Unitholder, and to the Agents, by telephone or email to the applicable Agent as follows: Adam Rosenbluth (email adam.s.rosenbluth@jpmorgan.com) or Brett Chalmers (email brett.chalmers@jpmorgan.com); Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, Attention: Syndicate Department (fax: (646) 855-3073) with a copy to ECM Legal (fax: (212) 230-8730); Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (fax: (646) 291-1469); Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10026, Attention: Equity Syndicate Desk, with a copy to the Legal Department; Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Department (fax: (212) 214-5918); and UBS Securities LLC, UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attention: Syndicate, and Transaction Acceptances shall be delivered by the Agents to the Partnership by email to Nancy Buese (email nancy.buese@markwest.com) and Josh Hallenbeck (email joshua.hallenbeck@markwest.com). View More

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representatives: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: Investment Banking Division and Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: Syndicate Registration with a copy to: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Richard B. Aftanas, Esq.... If to the Company: The AES Corporation 4300 Wilson Boulevard Arlington, Virginia 22203 Attention: Legal Department with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10027 Attention: Richard D. Truesdell, Jr., Esq. 25 Any party hereto may change the address for receipt of communications by giving written notice to the others. View More

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (a) delivered personally to the recipient, (b) on the next business day if sent to the recipient by reputable express courier service (charges prepaid), (c) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) telecopied or emailed to the recipient... (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied or emailed before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below: If to Parent or Employer: c/o Paya, Inc. 12120 Sunset Hills Road, #500 Reston, VA 20190 Attention: with a copy to: Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Facsimile: (312) 862-2200 Email: ***@*** ***@*** Attention: Mark A. Fennell, P.C. Christopher M. Thomas, P.C. - 11 - If to Executive: Jeffrey Hack 105 Cushman Road Scarsdale, NY 20583 Email: ***@*** with a copy to: Latham & Watkins LLP 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Email: ***@*** Attention: Laurence Seymour or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. View More