Notices Contract Clauses (104,236)

Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Bank at their principal business offices and to Executive at his home address as maintained in the records of the Bank.

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, c/o Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, and c/o Leerink Partners LLC, One Federal Street, 37th Floor, Boston, M.A. 02110, Attention: John I. Fitzgerald, Esq., or, if sent to... the Company, will be mailed, delivered or telegraphed and confirmed to it at 130 Brookline St., Cambridge, M.A. 02139, Attention Chief Legal Counsel; with a copy to Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts 02109, Attn: Arthur R. McGivern, Esq., provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter. 33 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder. 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 Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and 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; or, if sent to the Company, will be mailed, delivered or telefaxed to Vy Global Growth, [·]; Attention: [·], with a copy to the Company's counsel at Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts, 02210, Attention: Jocelyn M. Arel. View More

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Representatives, shall be mailed, delivered or telecopied to Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172, telecopy number: [__] Attention: General Counsel and Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, telecopy number: [__], Attention: [__], with a copy to Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020, telecopy number:... (212) 262-7402, Attention: John D. Hogoboom; and if to the Company, shall be mailed, delivered or telecopied to it at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303, telecopy number: (703) 880-7219, Attention: Nadir Ali, with a copy to Mitchell Silberberg & Knupp LLP, 437 Madison Avenue, 25th Floor, New York, NY 10022, telecopy number: (917) 546-7677, Attention: Melanie Figueroa; 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. All notices and other communications provided to either party hereto under this Agreement shall be in writing and delivered by hand, or by certified or registered mail to such party at its/her address set forth below its/her signature hereto, or at such other address as may be designated with postage prepaid, shall be deemed given when received. 8 11. Construction. In constructing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms... and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provisions. In construing this Agreement, the singular shall include the plural, the masculine shall include the feminine and neuter genders as appropriate, and no meaning in effect shall be given to the captions of the sections in this Agreement, which is inserted for convenience of reference only. Without limitation to the foregoing, nothing in this Agreement is intended to violate the Sarbanes-Oxley Act of 2002, the Dodd—Frank Wall Street Reform and Consumer Protection Act of 2010, the rules and regulations of the Securities and Exchange Commission or the applicable listing standards of the NYSE, and to the extent that any provision of this Agreement would constitute such a violation, such provision shall be modified to the extent required by such Act, rule, regulation or standard, or, to the extent that such provision cannot be so modified and is found to be invalid or unenforceable, the remaining terms and provisions shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision. Notwithstanding any other provision of the Agreement, to the extent that (i) any amount paid pursuant to the Agreement is treated as nonqualified deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986 (the "Code") and (ii) the Executive is a "specified employee" pursuant to Section 409A(2)(B) of the Code, then such payments shall be made on the date which is six (6) months after the date of the Executive's separation from service. In connection with the payment of any obligation that is delayed pursuant to this section, the Company shall establish an irrevocable trust to hold funds to be used for payment of such obligations. Upon the date that such amount would otherwise be payable, the Company shall deposit into such irrevocable trust an amount equal to the obligation. However, notwithstanding the establishment of the irrevocable trust, the Company's obligations under the Agreement upon the Executive's termination of employment shall constitute a general, unsecured obligation of the Company and any amount payable to the Executive shall be paid solely out of the Company's general assets, and the Executive shall have no right to any specific assets of the Company. The funds, if any, contained or contributed to the irrevocable trust shall remain available for the claims of the Company's general creditors. View More

Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first Business Day after such notice is sent by air express overnight courier service, or (c) on the second Business Day following deposit with an internationally-recognized overnight or second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: If to the Company, addressed to: Pacific Drilling... Manpower, Inc. Attention: General Counsel 11700 Katy Fwy Houston, Texas 77079 Email: l ***@*** If to Employee, addressed to the following until an updated address is provided to the Company by the Employee: Bernie G. Wolford, Jr. 8230 Scoresby Manor Ct. Spring, Texas 77379 18. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both Parties. View More

Notices. Except as otherwise expressly provided in this Agreement, any notice to either party hereunder shall be in writing and sent by overnight courier, certified mail, or registered mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time): If to the Company: Welltower Inc. 4500 Dorr Street Toledo, OH 43615 Attention: Legal Department If to the Executive, at the address on file with the Company's Human... Resources Department. The actual date of mailing, as shown by a mailing receipt therefor, shall determine the time at which notice was given. View More

Notices. All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, telecopied, sent by nationally recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice): (i) if to the Company, to: Westinghouse Air Brake Technologies Corporation 30 Isabella... Street Pittsburgh, Pennsylvania 15212 Attention: General Counsel (ii) if to the Executive, to the address in the Company's personnel records. All such notices and other communications shall be deemed to have been delivered and received (A) in the case of personal delivery, on the date of such delivery, (B) in the case of delivery by telecopy, on the date of such delivery, (C) in the case of delivery by nationally recognized, overnight courier, on the Business Day following dispatch, and (D) in the case of mailing, on the third Business Day following such mailing. As used herein, "Business Day" shall mean any day that is not a Saturday, Sunday or a day on which banking institutions in the Commonwealth of Pennsylvania are not required to be open. 14 18. Arbitration. Except to the extent provided in Section 12(g), any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. The arbitration shall be held in the City of Pittsburgh, Commonwealth of Pennsylvania, and except to the extent inconsistent with this Agreement, shall be conducted by Judicial Arbitration and Mediation Services Inc. ("JAMS") in accordance with the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/) then in effect at the time of the arbitration, before a single retired judge, and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Company and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators. From and after a Change in Control, if the Executive asserts or defends against any claim in any contest (whether initiated by the Executive or by the Company) as to the validity, enforceability or interpretation of any provision of this Agreement, the Company shall pay the Executive's costs (or cause such costs to be paid) in so asserting, including, without limitation, reasonable attorneys' fees and expenses, if the Executive asserts or defends against any such claim in good faith. Any payment to the Executive shall be made within 30 days following the final decision rendered in such arbitration. View More

Notices. All notices required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the United States mail, postage prepaid, sent certified or registered, addressed as follows: a. If to Mortgagor, to: Homeland Energy Solutions, LLC 2779 Highway 24 Lawler, Iowa 52154 Telephone: (563) 238-5555 Fax: (563) 238-5557 Attention: President With a copy to: Brown Winick, Attorneys at Law 666 Grand Avenue Suite 200 Ruan Center Des Moines, IA 50309 Telephone: (515)... 242-2400 Fax: (515) 323-8514 Attn. Thomas D. Johnson b. If to Mortgagee, to: Compeer Financial 21088 Keswick LoopLakeville, MN 55044Telephone: (952) 997-4066Attention: Aaron Knewtson And Home Federal Savings Bank 50 – 14th Avenue East, Suite 100Sartell, MN 56377 Telephone: (320) 654-4021 Facsimile: (320) 252-6516 Attention: Eric Oftedahl 10Mortgage Homeland Energy Solutions, LLC – Home Federal Savings Bank With copy to: Lathrop GPM LLP1010 West St. Germain StreetSuite 500St. Cloud, MN 56301Telephone: (320) 252-4414Facsimile: (320) 252-4482Attention: Scott Larison or to such other address or person as hereafter designated in writing by the applicable party in the manner provided in this paragraph for the giving of notices. View More

Notices. All notices required under this Guaranty shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Guaranty, or sent by facsimile to the fax numbers listed on the signature page, or sent by electronic mail to the email addresses listed on the signature page, or to such other addresses as Lender and Guarantor may specify from time to time in writing. Notices sent by (a) first class mail shall be deemed... delivered on the earlier of actual receipt or on the fourth business day after deposit in the U.S. mail, postage prepaid, (b) overnight courier shall be deemed delivered on the next business day, and (c) telecopy and electronic mail shall be deemed delivered when transmitted. 5 22. Successors and Assigns. This Guaranty (a) binds Guarantor and Guarantor's executors, administrators, successors, and assigns, provided that Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of Lender, and (b) inures to the benefit of Lender and Lender's indorsees, successors, and assigns. Lender may, with notice to Guarantor and without affecting Guarantor's obligations hereunder, sell, assign, grant participations in, or otherwise transfer to any other person, firm, or corporation the Indebtedness and this Guaranty, in whole or in part. Guarantor agrees that Lender may disclose to any assignee or purchaser, or any prospective assignee or purchaser, of all or part of the Indebtedness any and all information in Lender's possession concerning Guarantor, this Guaranty, and any security for this Guaranty. View More