Grouped Into 2,743 Collections of Similar Clauses From Business Contracts
This page contains Notices clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notices. Any notice which the Company is required or may desire to give you shall be given by personal delivery or registered or certified mail, return receipt requested, addressed to you at the address of record with the Company, or at such other place as you may from time to time designate in writing. Any notice which you are required or may desire to give to the Company hereunder shall be given by personal delivery or by registered or certified mail, return receipt requested, addressed to the Company... at its principal office, or at such other office as the Company may from time to time designate in writing. The date of personal delivery or the date of mailing any such notice shall be deemed to be the date of delivery thereof. 6 15. Waiver. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.View More
Notices. Any notice which the Company is required or may desire to give you Executive shall be given by personal delivery or registered or certified mail, return receipt requested, addressed to you Executive at the address of record with the Company, or at such other place as you Executive may from time to time designate in writing. Any notice which you are Executive is required or may desire to give to the Company hereunder shall be given by personal delivery or by registered or certified mail, return... receipt requested, addressed to the Company at its principal office, or at such other office as the Company may from time to time designate in writing. The date of personal delivery or the date of mailing any such notice shall be deemed to be the date of delivery thereof. 6 15. 11. Waiver. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. View More
Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by facsimile or e-mail properly addressed (with written acknowledgment from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee... or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing: (a) If to the Borrower: Neuhofstrasse 21 6340 Baar Switzerland Attention: Andre Jurres E-mail: ajurres@volth2.com (b) If to the Noteholder: 95 Christopher Columbus Drive, 16th Floor Jersey City, NJ 07302 Attention: Andrew Hidalgo E-mail: andy.hidalgo@visionh2.com 3 10. Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York.View More
Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by facsimile or e-mail properly addressed (with written acknowledgment from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee... or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing: (a) If to the Borrower: Neuhofstrasse 21 6340 Baar Switzerland Hoenderstraat 2 6269 BS Margraten The Netherlands Attention: Andre Jurres E-mail: ajurres@volth2.com [E-MAIL ADDRESS] (b) If to the Noteholder: 95 Christopher Columbus Drive, 16th Floor Jersey City, NJ 07302 Attention: Andrew Hidalgo E-mail: andy.hidalgo@visionh2.com 3 10. Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York. 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 and if sent to the Representative, shall be mailed, delivered or telegraphed and confirmed to: Newport Coast Securities, Inc. 180 Maiden Lane, 17th Floor New York, NY 10038 Attention: Donald A. Wojnowski Jr., Chief Executive Officer Facsimile No. : (212) 385-1715 with a copy to (which shall not constitute notice): LeClairRyan, A... Professional Corporation 885 Third Avenue, Sixteenth Floor New York, NY 10022 Attention: James T. Seery Email: James.Seery@leclairryan.com 31 and if to the Company, shall be mailed, delivered or telegraphed and confirmed to: GWG Holdings, Inc. 220 South Sixth Street, Suite 1200 Minneapolis, MN 55402 Attention: Jon Sabes Email: jsabes@gwglife.com with a copy (which shall not constitute notice) to: Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South 7th Street Minneapolis, MN 55402-4140 Attention: Paul Chestovich Email: Paul.Chestovich@maslon.com Any such statements, requests, notices or agreements shall be effective only upon receipt. Any 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.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 and if sent to the Representative, shall be mailed, delivered or telegraphed and confirmed to: Newport Coast Securities, Halen Capital Management, Inc. 180 Maiden Lane, 17th Floor New York, NY 10038 301 S. Missouri Ave. Clearwater, FL 33756 Attention: Donald A. Wojnowski Jr., Chief Executive Operating Officer Facsimile No. : (212)... 385-1715 (-) - with a copy to (which shall not constitute notice): LeClairRyan, A Professional Corporation 885 Third Avenue, Sixteenth Floor New York, NY 10022 Attention: James T. Seery Email: James.Seery@leclairryan.com 31 and if to the Company, Company or Guarantor, shall be mailed, delivered or telegraphed and confirmed to: GWG Holdings, Inc. 220 South Sixth Street, Suite 1200 Minneapolis, MN 55402 Attention: Jon Sabes Email: jsabes@gwglife.com 30 with a copy (which shall not constitute notice) to: Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South 7th Street Minneapolis, MN 55402-4140 Attention: Paul Chestovich Email: Paul.Chestovich@maslon.com Any such statements, requests, notices or agreements shall be effective only upon receipt. Any 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. View More
Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representatives c/o Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, Attention: John Critchlow, Facsimile Number: (727) 567-8058 or c/o JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, CA 94111, Attention: Walter Conroy,... Fascimile Number: (415) 835-8920; or if to the Company or the Manager, shall be sufficient in all respects if delivered to the Company or the Manager at the offices of the Company at Great Ajax Corp.; 9400 Beaverton-Hillsdale Hwy, Suite 131; Beaverton, Oregon 97005.View More
Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representatives c/o Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, Attention: John Critchlow, Facsimile Number: (727) 567-8058 or c/o JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, CA 94111, Attention: Walter Conroy,... Fascimile Number: (415) 835-8920; or if to the Company or the Manager, shall be sufficient in all respects if delivered to the Company or the Manager at the offices of the Company at Great Ajax Corp.; 9400 Beaverton-Hillsdale Hwy, Suite 131; Beaverton, Oregon 97005. 14. Governing Law; Headings. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. 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: B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Attention: General Counsel Telephone: (212) 457-9947 Email: atmdesk@brileyfin.com And Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attention: General Counsel Email:... #legal-IBD@cantor.com Facsimile: (212) 829-4708 with a copy to: Duane Morris LLP 1540 Broadway New York, New York 10036 Attention: Dean M. Colucci Telephone: (973) 424-2020 Email: dmcolucci@duanemorris.com and if to the Company, shall be delivered to: Ur-Energy Inc. 10758 West Centennial Road, Suite 200 Littleton, Colorado 80127 Attention: Penne Goplerud General Counsel and Corporate Secretary Telephone: (720) 981-4588 Email: penne.goplerud@ur-energy.com with a copy to: Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Attention: Brian Boonstra Telephone: (303) 892-9400 Email: brian.boonstra@dgslaw.com and with a copy to: Fasken Martineau DuMoulin LLP Suite 1300 55 Metcalfe Street Ottawa, Ontario K1P 6L5 Canada Attention: Virginia Schweitzer Facsimile: 613) 230-6423 Email: vschweitzer@fasken.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. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 14 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 confirmation 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 Distribution Agents, shall be delivered to: B. Riley Securities, Inc. FBR Capital Markets & Co. 1300 North 17th Street Suite 1400 Arlington, Virginia 22209 Attention: Legal Department Telephone: (703) 312-9500 33 And MLV & Co. LLC 299 Park Avenue, 21st 7th Floor New York, NY New York... 10171 Attention: General Counsel Legal Department Telephone: (212) 457-9947 Email: atmdesk@brileyfin.com And Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attention: General Counsel Email: #legal-IBD@cantor.com Facsimile: (212) 829-4708 (703) 312-9500 with a copy to: Duane Morris LLP 1540 Broadway One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, New York, New York 10036 Jersey 07102-5429 Attention: Dean M. Colucci Telephone: (973) 424-2020 Email: dmcolucci@duanemorris.com and if to the Company, shall be delivered to: Ur-Energy Inc. 10758 West Centennial Road, Suite 200 Littleton, Colorado 80127 Attention: Penne Goplerud General Counsel and Corporate Secretary Telephone: (720) 981-4588 Email: penne.goplerud@ur-energy.com with a copy to: Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Attention: Brian Boonstra Telephone: (303) 892-9400 Email: brian.boonstra@dgslaw.com and with a copy to: Fasken Martineau DuMoulin LLP Suite 1300 55 Metcalfe Street Ottawa, Ontario K1P 6L5 Canada Attention: Virginia Schweitzer Facsimile: 613) (613) 230-6423 Email: vschweitzer@fasken.com 34 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. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 14 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 confirmation 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. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram, facsimile or electronic mail and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to them c/o Needham & Company, LLC, 250 Park Avenue, New York, New York 10177, Attention: Corporate Finance Department, with a copy (which shall not constitute notice by itself) to DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, California 94303,... telecopy number: (650) 833-2001, email curtis.mo@us.dlapiper.com and Jeffrey.selman@us.dlapiper.com, Attention: Curtis L. Mo and Jeffrey Selman; and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098, Attention: President and Chief Executive Officer, with a copy (which shall not constitute notice by itself) to Sidley Austin LLP, 1000 Louisiana, Suite 5900, Houston, Texas 77002, email dbuck@sidley.com and dni@sidley.com, Attention: David C. Buck and David Ni. 26 11. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.View More
Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram, facsimile or electronic mail and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to them c/o Needham & Company, LLC, 250 Park Avenue, New York, New York 10177, Attention: Corporate Finance Department, with a copy (which shall not constitute notice by itself) to DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, California 94303,... telecopy number: (650) 833-2001, email email: curtis.mo@us.dlapiper.com and Jeffrey.selman@us.dlapiper.com, jeffrey.selman@us.dlapiper.com, Attention: Curtis L. Mo and Jeffrey Selman; and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098, Attention: President and Chief Executive Officer, with a copy (which shall not constitute notice by itself) to Sidley Austin LLP, 1000 Louisiana, Suite 5900, Houston, Texas 77002, email email: dbuck@sidley.com and dni@sidley.com, Attention: David C. Buck and David Ni. 26 11. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.View More
Notices. Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be delivered via overnight delivery services to (i) Piper Jaffray & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, with a copy to Piper Jaffray General Counsel at 800 Nicollet Mall, Minneapolis, MN 55402 and LegalCapMarkets@pjc.com; and (ii) the Company at 4978 Santa Anita Avenue, Suite 205, Temple City, CA... 91780, Attention: Paul Kim to the email address specified in Schedule 2; or in each case to such other address as the person to be notified may have requested in writing. Any 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.View More
Notices. Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be delivered via overnight delivery services to (i) Piper Jaffray Sandler & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, with a copy to Piper Jaffray Sandler General Counsel at 800 Nicollet Mall, Minneapolis, MN 55402 and LegalCapMarkets@pjc.com; [LegalCapMarkets@pjc.com]; and (ii) the Company at 4978 Santa... Anita Avenue, Suite 205, Temple City, CA 91780, Attention: Paul Kim to the email address specified in Schedule 2; or in each case to such other address as the person to be notified may have requested in writing. Any 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. View More
Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Mr. Robert Minutoli[Address on file with the Company] If to the Company: Urban Edge Properties888 Seventh AvenueNew York, New York 10106Tel: 212-894-7000... Attention: Jeffrey Olson and Donald Casey15.Resolution of Differences Over Breaches of Agreement. The parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Company's internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Section 11 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or claim through the Company's internal review procedures, then such controversy or claim shall be resolved by arbitration in Manhattan, New York, in accordance with the rules then applicable of the American Arbitration Association (provided that the Company shall pay the filing fee and all hearing fees, arbitrator expenses and compensation fees, and administrative and other fees associated with any such arbitration), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if Executive is successful in respect of substantially all of Executive's claims brought and pursued in connection with such contest or dispute. Additionally, the Company will reimburse Executive for reasonable legal fees and expenses incurred by Executive in connection with the negotiation and preparation of this Agreement (including, but not limited to, the term sheet between the parties) up to $15,000 as soon as reasonably practicable following the date hereof.View More
Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Mr. Robert Minutoli[Address Address on file with the Company] Company 13 If to the Company: Urban Edge Properties888 Seventh AvenueNew York, New York... 10106Tel: 212-894-7000 JBG SMITH Properties 4445 Willard Avenue, Suite 400 Chevy Chase, Maryland 20815 Attention: Jeffrey Olson and Donald Casey15.Resolution General Counsel 15. Resolution of Differences Over Breaches of Agreement. The parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Company's internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Section 11 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or claim through the Company's internal review procedures, then such controversy or claim shall be resolved by arbitration in Manhattan, New York, Maryland, in accordance with the rules then applicable of the American Arbitration Association (provided that the Company shall pay the filing fee and all hearing fees, arbitrator expenses and compensation fees, and administrative and other fees associated with any such arbitration), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if Executive is successful in respect of substantially all of Executive's claims brought and pursued in connection with such contest or dispute. Additionally, the Company will reimburse Executive for reasonable legal fees and expenses incurred by Executive in connection with the negotiation and preparation of this Agreement (including, but not limited to, the term sheet between the parties) up to $15,000 as soon as reasonably practicable following the date hereof.View More
Notices. Any notice, demand or request permitted, required or desired to be given under this Agreement shall be in writing and shall be deemed effectively given when actually hand delivered or when sent by United States certified or registered mail, return receipt requested, postage prepaid, of sent by private, receipt carrier guaranteeing same-day or next-day delivery, addressed as follows: If to Catalyst: Catalyst Finance, LP. 1136 N. Kirkwood Rd. Houston, Texas 77043 If to Seller: M G CLEANERS, LLC... 710 N. Post Oak Rd., Suite 315 HOUSTON, TEXAS 77024 8 25. Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.View More
Notices. Any notice, demand or request permitted, required or desired to be given under this Agreement shall be in writing and shall be deemed effectively given when actually hand delivered or when sent by United States certified or registered mail, return receipt requested, postage prepaid, of sent by private, receipt carrier guaranteeing same-day or next-day delivery, addressed as follows: If to Catalyst: Catalyst Finance, LP. 1136 N. Kirkwood Rd. Houston, Texas 77043 If to Seller: M G CLEANERS, LLC... 710 N. Post Oak Rd., Suite 315 HOUSTON, TEXAS 77024 8 International. Plant Services, L.L.C. 1602 Old Underwood Road La Porte, Texas 77511 25. Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances 'circumstances shall be construed as a .a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, Also in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same. 8 26. Joint and Several Obligations. If more than one party is executing this Agreement as Seller, each party agrees that its obligations hereunder are joint and several, and that its obligations shall be not released, diminished, impaired or affected by the occurrence of any one or more of the following events, all of which may occur without notice to or consent of any other Seller: (a)Any release, partial release, subordination of loss of any security, guaranty or collateral and any time existing in connection with the obligations contained herein; (b)The death, insolvency, bankruptcy, disability or incapacity of any Seller, guarantor, or any other party now or hereafter obligated herein; (c)Any renewal, extension, and/or rearrangement of all of any portion of the obligations contained herein; (d)Any neglect, delay, omission, failure or refusal of Catalyst to take or prosecute any action for the collection of the obligations provided herein; (e)The unenforceability for any reason of all or any part of the obligations contained herein against any Seller, guarantor or other party: (f)The finding of any payment by any Seller to constitute a preference under bankruptcy or similar debtor relief law; (g)Any release or partial release of liability of any Seller, guarantor or other party; and (h)Any other action that might impair rights in the nature of contribution or subrogation that any Seller might otherwise have. View More
Notices. Any notice, demand or request required or permitted to be given by the Company or Adaptive pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally, one day after being delivered to an overnight courier of national reputation for next day priority delivery, or upon delivery (if prior to 5:00 p.m. recipient's local time on a business day, otherwise on the next business day) by facsimile or electronic mail (with a hard copy to follow by... delivery to a national reputation carrier for non-priority delivery), addressed to the parties at the addresses and/or facsimile telephone number/electronic mail address of the parties set forth at the end of this Agreement, or such other address as a party may request by notifying the other in writing.View More
Notices. Any notice, demand or request required or permitted to be given by the Company or Adaptive pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally, one day after being delivered to an overnight courier of national reputation for next day priority delivery, or upon delivery (if prior to 5:00 p.m. recipient's local time on a business day, otherwise on the next business day) by facsimile or electronic mail (with a hard copy to follow by... delivery to a national reputation carrier for non-priority delivery), addressed to the parties at the addresses and/or facsimile telephone number/electronic mail address of the parties set forth at the end of this Agreement, or such other address as a party may request by notifying the other in writing. View More