Notices Contract Clauses (104,236)

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 (i) Mizuho Securities USA LLC, 320 Park Avenue, New York, New York 10022, Attention: Debt Capital Markets, Facsimile: (212) 205-7812; (ii) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Facsimile: (646) 834-8133; and (iii) SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE,... 11th Floor, Atlanta, Georgia 30326, Attention: Debt Capital Markets, Facsimile: (404) 926-5027; or, if sent to any of the Partnership Entities, will be mailed, delivered or telefaxed to (303) 633-2921 and confirmed to it at Brent L. Backes, 370 17th Street, Suite 2500, Denver, Colorado, Attention: General Counsel. View More

Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (c) immediately upon delivery by hand; or (d) on the date sent by email (except that notice given by email... will not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this paragraph 31 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this paragraph 31 (excluding "out of office" or other automated replies)). The addresses for such communications are as follows. At any time, any Party may, by notice given to the other Parties in accordance with this paragraph 31, provide updated information for notices pursuant to this Agreement. If to Company: Infinera Corporation 140 Caspian Court Sunnyvale, CA 94089 Attn: David Teichmann, Chief Legal Officer Email: dteichmann@infinera.com with a copy (which will not constitute notice) to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94063 Attn: Tony Jeffries Douglas K. Schnell Email: tjeffries@wsgr.com, dschnell@wsgr.com If to Oaktree: Oaktree Optical Holdings, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attn: Amy H. Rice Email: arice@oaktreecapital.com -16- with a copy (which will not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attn: Andrew Freedman Email: afreedman@olshanlaw.com 32. Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts of this Agreement exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is expressly waived by each of the Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. View More

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 (a) shall be sufficient in all respects if delivered or sent to: if to J.P. Morgan Securities LLC, to J.P. Morgan Securities LLC, 383 Madison Avenue, 7th Floor, New York, New York 10179, to the attention of the Special Equities Group, Adam Rosenbluth (email... adam.s.rosenbluth@jpmorgan.com) and Brett Chalmers (email brett.chalmers@jpmorgan.com); and if to HSBC Securities (USA) Inc., to HSBC Securities (USA) Inc., Attention: Prospectus Department, 452 Fifth Avenue, New York, New York 10018, telephone: +1 (877) 429-7459, or by emailing: nyequity.syndicate@us.hsbc.com; (b) if to the Selling Stockholder, shall be sufficient in all respects if delivered or sent to the Selling Stockholder at the officers of the Selling Stockholder at 13135 South Dairy Ashford Road, Sugar Land, Texas 77478, to the attention of Legal Department (email: SRechter@noblecorp.com), with a copy to John D. Geddes at Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002-4995 (email: john.geddes@bakerbotts.com); and (c) if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 333 North Central Avenue, Phoenix, Arizona 85004, to the attention of the Chief Financial Officer (email kathleen_quirk@fmi.com), with a copy to Monique A. Cenac at Jones Walker LLP, 333 N. Central Avenue, 25th Floor, Phoenix, Arizona 85004 (email mcenac@joneswalker.com). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Selling Stockholder to the Agents via e-mail in ".pdf" format to the applicable Agent as follows: if to J.P. Morgan Securities LLC, to Adam Rosenbluth (email: adam.s.rosenbluth@jpmorgan.com), Brett Chalmers (email: brett.chalmers@jpmorgan.com), Jemil Salih (email: jemil.d.salih@jpmorgan.com) and Ara Movsesian (email: ara.movsesian@jpmorgan.com), if to HSBC Securities (USA) Inc., to Jeffrey Nicklas (email: jeffreynicklas@us.hsbc.com); and Transaction Acceptances shall be delivered by the Agents to the Company via e-mail in ".pdf" format to: Kathleen L. Quirk (email: kathleen_quirk@fmi.com), with copies to Dionne M. Rousseau (email: drousseau@joneswalker.com) and Monique A. Cenac (email: mcenac@joneswalker.com). View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, NY 10036 (facsimile no. 212-901-7881), Attention: High Grade Debt Capital Markets Transaction Management/Legal, to Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036 (facsimile no.... 212-507-8999), Attention: Investment Banking Division, to Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013 (facsimile no. 646-291-1469), Attention: General Counsel, and to Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 (facsimile no. 866-471-2526), Attention Registration Department and with a copy to Shearman & Sterling LLP at 1460 El Camino Real, 2nd floor, Menlo Park, California 94025 (facsimile no. 650-838-5140), Attention: Christopher M. Forrester; notices to the Company shall be directed to it at One Amgen Center Drive, Thousand Oaks, California 91320-1799 (facsimile no. 805-499-8011), Attention: Corporate Secretary, with a copy to Latham & Watkins LLP, 650 Town Center Drive, 20th Floor, Costa Mesa, CA 92626 (facsimile no. 714-755-8290), Attention: Charles K. Ruck and Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020 (facsimile no. 212-751-4864), Attention: Gregory P. Rodgers. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 19 17. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. View More

Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given, five (5) business days following sending by registered or certified mail, postage prepaid, when sent, if sent by facsimile (provided that the facsimile transmission is promptly confirmed by telephone), when delivered, if delivered personally to the intended recipient, and one (1) business day following sending by overnight delivery via a national... courier service. View More

Notices. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective parties at the... following addresses (or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith): Notice to the Company shall be addressed and delivered as follows: WatchGuard, Inc. 415 Century Parkway Allen, TX 75206 Attn: Chief Financial Officer Notice to the Participant shall be addressed and delivered as set forth on the signature page. View More

Notices. All notices, requests, demands and other communications which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; upon confirmation of transmission if sent by telecopy, electronic or digital transmission; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or... registered mail, return receipt requested. In each case notice shall be sent to: 11 If to Executive, addressed to: If to the Company, addressed to: Randy J. Maddux 4738 Plum Road Monrovia, MD 21770 iBio, Inc. 8800 HSC Parkway Bryan, TX 77807 ATTN: CEO Cc: ***@*** or to such other place and with such other copies as either party may designate as to itself by written notice to the others. View More

Notices. Any and all notices under this Agreement shall be in writing, and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of the Company, to its principal executive offices to the attention of the President, and, in the case of Participant, to Participant's address as shown on the Company's records.

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 BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, NY 10036, Attention: High Grade Transaction Management/Legal (fax: (212) 901-7881, Email: dg.hg_ua_notices@bofa.com); Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel (fax: (646)... 374-1071); J.P. Morgan Securities LLC, 383 Madison Ave., New York, NY 10179, Attention: Investment Grade Syndicate Desk (fax: 212-834-6081); and Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036; Attention: Investment Banking Division (fax: (212) 507-8999) or, if sent to the Company, will be mailed, delivered or telefaxed to The Home Depot, Inc., 2455 Paces Ferry Rd., Atlanta, Georgia, 30339-4024, (fax no. : (770) 384-5842), to the attention of the Chief Financial Officer and a copy sent to the General Counsel. View More

Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed or if (ii) mailed by certified or registered mail, return receipt requested with postage prepaid, on the date shown on the return receipt: (a) If to the Indemnitee to: (b) If to the Company, to: Wingstop Inc. 5501 LBJ Freeway, 5th Floor,... Dallas, Texas 75240 Attention: Jay Young, General Counsel with a copy to: King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 Attention: Keith M. Townsend or to such other address as may be furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be. View More