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. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows: if to Sellers: Clear Skies Solar, Inc. 3665 Merrick Road, Seaford, New York 11783 Clear Skies Financial Corp. 3665 Merrick Road, Seaford, New York 11783 if to Company: Spiral Energy Tech., Inc. 3665 Merrick Road, Seaford, New York 11783 4. Legal... Representation. Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Each party hereby explicitly waives any conflict of interest and other allegations that it has not been represented by its own counsel. 1 IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day and year first written above. SELLERS: Clear Skies Solar Inc. By: /s/ Ezra Green Name: Ezra Green Title: CEO Clear Skies Financial Corp. By: /s/ Ezra Green Name: Ezra Green Title: CEO COMPANY: SPIRAL ENERGY TECH., INC. By: /s/ Mohit Bhansali Name: Mohit Bhansali Title: President 2 EX-10.9 7 q1101385_ex10-9.htm ADDENDUM TO DEBT FORGIVENESS AGREEMENT BY AND AMONG ICARUS WIND ENERGY, INC., CLEAR SKIES SOLAR, INC. AND CLEAR SKIES FINANCIAL CORP. Unassociated Document ADDENDUM TO DEBT FORGIVENESS AGREEMENT This Addendum to Debt Forgiveness Agreement ("Agreement"), is entered into effective December 31, 2012, by and among Spiral Energy Tech., Inc. (formerly Solid Solar, Inc.) (the "Company"), Clear Skies Solar, Inc. ("Clear Skies") and Clear Skies' wholly owned subsidiary Clear Skies Financial Corp. ("FC" and, together with Clear Skies, the "Seller"), in reference to the following: WHEREAS, the parties entered into an agreement of sale dated as of December 9, 2011 pursuant to which Company purchased from the Sellers a residential power plan solar customer agreement dated as of September 9, 2011 for the design, permitting, construction, installation, testing and activation of a solar photovoltaic system for a purchase price of Twenty Five Thousand Dollars ($25,000) consisting of an initial payment of Ten Thousand Dollars ($10,000) and a final payment of Fifteen Thousand Dollars ($15,000) (the "Final Payment" or "Debt"); WHEREAS, the Company never paid the Sellers the Final Payment and in connection therewith the parties entered into a debt forgiveness agreement dated as of the date hereof (the "Forgiveness Agreement") pursuant to which the Sellers forgave the Debt in its entirety; NOW, THEREFORE, the parties agree as follows: 1. General Release. As consideration for forgiveness of the Debt as set forth in the Forgiveness Agreement, the Company and its affiliates, subsidiaries, officers, directors, employees, agents, successors and assigns hereby release, discharge and forever acquit the Sellers and their affiliates from any and all liabilities, costs, damages, penalties, assessments, remedies, claims, orders, judgments, and expenses of any kind or nature.View More
Notices. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows: if to Sellers: Clear Skies Solar, Inc. 3665 Merrick Road, Seaford, New York 11783 Clear Skies Financial Corp. 3665 Merrick Road, Seaford, New York 11783 if to Company: Spiral Energy Tech., Inc. 3665 Merrick Road, Seaford, New York 11783 4. 7. Legal... Representation. Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Each party hereby explicitly waives any conflict of interest and other allegations that it has not been represented by its own counsel. 1 IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day and year first written above. SELLERS: Clear Skies Solar Inc. By: /s/ Ezra Green Name: Ezra Green Title: CEO Chief Executive Officer Clear Skies Financial Corp. By: /s/ Ezra Green Name: Ezra Green Title: CEO Chief Executive Officer COMPANY: SPIRAL ENERGY TECH., INC. By: /s/ Mohit Bhansali Ezra Green Name: Mohit Bhansali Ezra Green Title: President 2 EX-10.9 7 q1101385_ex10-9.htm ADDENDUM TO Chief Executive Officer EX-10.15 3 ex10-15.htm DEBT FORGIVENESS AGREEMENT BY AND AMONG ICARUS WIND ENERGY, SPIRAL ENERGY TECH., INC., CLEAR SKIES SOLAR, INC. AND CLEAR SKIES FINANCIAL CORP. Unassociated Document ADDENDUM TO CORP., DATED MARCH 31, 2013 ex10-15.htm Exhibit 10.15 DEBT FORGIVENESS AGREEMENT This Addendum to Debt Forgiveness Agreement ("Agreement"), is entered into effective December March 31, 2012, 2013, by and among Spiral Energy Tech., Inc. (formerly Solid Solar, Inc.) (the "Company"), Clear Skies Solar, Inc. ("Clear Skies") and Clear Skies' wholly owned subsidiary Clear Skies Financial Corp. ("FC" and, together with Clear Skies, the "Seller"), in reference to the following: WHEREAS, the parties entered into an agreement of sale (the "Debt") dated as of December 9, 2011 (the "Agreement of Sale") pursuant to which Company purchased from the Sellers a residential power plan solar customer agreement dated as of September 9, 2011 (the "Solar Agreement") for the design, permitting, construction, installation, testing and activation of a solar photovoltaic system for a purchase price of Twenty Five Thousand Dollars ($25,000) (the "Purchase Price") consisting of an initial payment of Ten Thousand Dollars ($10,000) and a final payment of Fifteen Thousand Dollars ($15,000) (the "Final Payment" or "Debt"); WHEREAS, the Company never has not paid the Sellers the Final Payment and in connection therewith the parties entered into a debt forgiveness agreement dated as of the date hereof (the "Forgiveness Agreement") pursuant Payment; WHEREAS, subject to which certain conditions contained herein, the Sellers forgave have determined to forgive the Debt in its entirety; and WHEREAS, Company has determined that the forgiveness of the Debt is in the best interest of Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties agree as follows: 1. General Release. As consideration for forgiveness Debt Forgiveness and Release of Collateral. Sellers hereby forgive the Debt as set forth in the Forgiveness Agreement, the Company and its affiliates, subsidiaries, officers, directors, employees, agents, successors and assigns hereby release, discharge and forever acquit the Sellers and their affiliates from any and all liabilities, costs, damages, penalties, assessments, remedies, claims, orders, judgments, and expenses of any kind or nature. entirety. View More
Notices. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows: if to Sellers: Clear Skies Solar, Inc. 3665 Merrick Road, Seaford, New York 11783 Clear Skies Financial Corp. 3665 Merrick Road, Seaford, New York 11783 if to Company: Spiral Energy Tech., Icarus Wind Energy., Inc. 3665 Merrick Road, Seaford, New York... 11783 4. 7. Legal Representation. Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Each party hereby explicitly waives any conflict of interest and other allegations that it has not been represented by its own counsel. 1 2 IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day and year first written above. SELLERS: Clear Skies Solar Inc. By: /s/ Ezra Green Name: Ezra Green Title: CEO Clear Skies Financial Corp. By: /s/ Ezra Green Name: Ezra Green Title: CEO COMPANY: SPIRAL ENERGY TECH., ICARUS WIND ENERGY., INC. By: /s/ Mohit Bhansali Name: Mohit Bhansali Title: President 2 EX-10.9 7 q1101385_ex10-9.htm ADDENDUM TO Chief Executive Officer 3 EX-10.8 6 q1101385_ex10-8.htm DEBT FORGIVENESS AGREEMENT BY AND AMONG ICARUS WIND ENERGY, INC., CLEAR SKIES SOLAR, INC. AND CLEAR SKIES FINANCIAL CORP. Unassociated Document ADDENDUM TO DEBT FORGIVENESS AGREEMENT This Addendum to Debt Forgiveness Agreement ("Agreement"), is entered into effective December 31, 2012, by and among Spiral Energy Tech., Icarus Wind Energy, Inc. (formerly Solid Solar, Inc.) (the "Company"), Clear Skies Solar, Inc. ("Clear Skies") and Clear Skies' wholly owned subsidiary Clear Skies Financial Corp. ("FC" and, together with Clear Skies, the "Seller"), in reference to the following: WHEREAS, the parties entered into an agreement of sale (the "Debt") dated as of December 9, 2011 (the "Agreement of Sale") pursuant to which Company purchased from the Sellers a residential power plan solar customer agreement dated as of September 9, 2011 (the "Solar Agreement") for the design, permitting, construction, installation, testing and activation of a solar photovoltaic system for a purchase price of Twenty Five Thousand Dollars ($25,000) (the "Purchase Price") consisting of an initial payment of Ten Thousand Dollars ($10,000) and a final payment of Fifteen Thousand Dollars ($15,000) (the "Final Payment" or "Debt"); WHEREAS, the Company never has not paid the Sellers the Final Payment and in connection therewith the parties entered into a debt forgiveness agreement dated as of the date hereof (the "Forgiveness Agreement") pursuant Payment; WHEREAS, subject to which certain conditions contained herein, the Sellers forgave have determined to forgive the Debt in its entirety; and WHEREAS, Company has determined that the forgiveness of the Debt is in the best interest of Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties agree as follows: 1. General Release. As consideration for forgiveness Debt Forgiveness and Release of Collateral. Sellers hereby forgive the Debt as set forth in the Forgiveness Agreement, the Company and its affiliates, subsidiaries, officers, directors, employees, agents, successors and assigns hereby release, discharge and forever acquit the Sellers and their affiliates from any and all liabilities, costs, damages, penalties, assessments, remedies, claims, orders, judgments, and expenses of any kind or nature. entirety. View More
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto 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 20): a. if to the Executive: Attention: b. if to the Company: Email: Attention: 7 21. Interpretation and Rules of Construction. Except to the extent otherwise provided or that the context otherwise requires, the headings for this Assignment are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, such reference is to a Section of this Agreement, unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they are deemed to be followed by the words "without limitation". The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Stock Purchase Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein. The definitions contained in this Assignment are applicable to the singular as well as the plural forms of such terms. References to a Person are also to its successors and permitted assigns.View More
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto 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 20): a. 10): a if to the Executive: Email: Attention: b. with a copy to: b if to the Company: Company or the Seller: Flywheel Advanced Technology, Inc., 123 West Nye Lane, Suite 455 Carson City, NV 89706 Attention: with a copy to: The Crone Law Group P.C. 1 East Liberty, Suite 600, Reno, NV 89501 Email: Attention: 7 21. 4 11. Interpretation and Rules of Construction. Except to the extent otherwise provided or that the context otherwise requires, the headings for this Assignment Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, Section or Schedule, such reference is to a Section of of, or a Schedule to, this Agreement, unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they are deemed to be followed by the words "without limitation". The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Stock Purchase Share Exchange Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein. The definitions contained in this Assignment Agreement are applicable to the singular as well as the plural forms of such terms. References to a Person are also to its successors and permitted assigns. View More
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered by courier, with appropriate confirmation of receipt, as follows: if to the Depositor or MSMCH, shall be directed to Morgan Stanley Capital I Inc. or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy to the attention of Legal Compliance Division at 1221 Avenue of the Americas, New York, New York... 10020); if to Morgan Stanley & Co. LLC, shall be directed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy to the attention of Legal Compliance Division at 1221 Avenue of the Americas, New York, New York 10020); if to Citigroup Global Markets Inc., shall be directed to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599, and Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com; if to The Williams Capital Group, L.P., shall be directed to The Williams Capital Group, L.P., 650 Fifth Avenue, 9th Floor, New York, New York 10019, Attention: DiAnne Calabrisotto, fax number: (212) 373-4219, email: calabrisotto@willcap.com; or, in the case of any such party, shall be directed to such other address as may hereafter be furnished by such party to the others in writing.View More
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered by courier, with appropriate confirmation of receipt, as follows: if to the Depositor or MSMCH, shall be directed to Morgan Stanley Capital I Inc. or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy to the attention of Legal Compliance Division at 1221 Avenue of the Americas, New York, New York... 10020); if to Morgan Stanley & Co. LLC, shall be directed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy to the attention of Legal Compliance Division at 1221 Avenue of the Americas, New York, New York 10020); if to Barclays Capital Inc., addressed to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Managing Director, fax number: (646) 758-1700, with a copy to the attention of Steven P. Glynn at 745 Seventh Avenue, New York, New York, 10019, fax number: (212) 412-7519; if to Citigroup Global Markets Inc., shall be directed to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599, and Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com; if to The Williams Capital Group, L.P., shall be directed to The Williams Capital Group, L.P., 650 Fifth Avenue, 9th Floor, New York, New York 10019, Attention: DiAnne Calabrisotto, fax number: (212) 373-4219, email: calabrisotto@willcap.com; or, in the case of any such party, shall be directed to such other address as may hereafter be furnished by such party to the others in writing. 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 and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the representatives c/o BNP Paribas, 10 Harewood Avenue, London NW1 6AA, United Kingdom, Attention: Fixed Income 29 Syndicate, Fax: +44 (0) 20 7595 2555, Telephone: +44 (0) 20 7595 8222, Toll Free: 1-800-854-5674; Citigroup Global Markets Limited, Citigroup... Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Fax No. : +44(0) 20 7986 1927, Attention: Syndicate Desk and J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Facsimile: +44 20 3493 0682, Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group. Notices to the Company shall be given to it at 11720 Borman Drive, St. Louis, Missouri 63146 (Facsimile: (314) 292-4908) Attention: Treasurer, with a copy to Shearman & Sterling LLP at 599 Lexington Avenue, New York, New York 10022 (Facsimile: (646)-848-7325) Attention: Stephen T. Giove.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 and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the representatives c/o BNP Paribas, 10 Harewood Avenue, London NW1 6AA, United Kingdom, Attention: Fixed Income 29 Syndicate, Fax: +44 (0) 20 7595 2555, Telephone: +44 (0) 20 7595 8222, Toll Free: 1-800-854-5674; Citigroup Global Markets Limited, Citigroup... Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Fax No. : +44(0) 20 7986 1927, Attention: Syndicate Desk Desk; ING Bank N.V., Foppingadreef 7, 1102 BD Amsterdam, The Netherlands, Attention: DCM Origination / TRC 00.032, Telephone: +31 20 563 8019, Facsimile: +31 20 565 8515 and J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Facsimile: +44 20 3493 0682, Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group. Notices to the Company shall be given to it at 11720 Borman Drive, St. Louis, Missouri 63146 (Facsimile: (314) 292-4908) Attention: Treasurer, with a copy to Shearman & Sterling LLP at 599 Lexington Avenue, New York, New York 10022 (Facsimile: (646)-848-7325) Attention: Stephen T. Giove. View More
Notices. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, TechnipFMC plc, 11740 Katy Freeway, Houston, Texas 77079, and any notice to the Participant (or other person entitled to exercise the Option) will be addressed to the Participant's address last on file with the Company, or to such other address as either may designate to the other in writing. All notices will be deemed to be duly given as provided in Section 19.16.Administration. The... Committee administers the Plan and delegates certain authority in accordance with the Equity Plan Committee Grant Policy adopted by the Committee. The Participant's rights under this Agreement are expressly subject to the terms and conditions of the Plan and any Sub-Plans, if any, a copy of which has been made available to the Participant.17.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.18.Sole Agreement. This Agreement is the entire agreement between the parties to it relating to the Option and supersedes any and all prior oral and written representations. This Agreement may only be amended by written agreement between the Company and the Participant.View More
Notices. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, TechnipFMC plc, 11740 Katy Freeway, Houston, Texas 77079, and any notice to the Participant (or other person entitled to exercise the Option) will be addressed to the Participant's address last now on file with the Company, or to such other address as either may designate to the other in writing. All notices Any notice will be deemed to be duly given as provided when sent via email or when... sent by certified mail (return receipt requested) and deposited (with prepaid postage) in Section 19.16.Administration. a post office or branch post office regularly maintained by the United States Postal Service.15. Administration. The Committee administers the Plan and delegates certain authority in accordance with the Equity Plan Committee Grant Policy adopted by the Committee. The Participant's rights under this Agreement are expressly subject to the terms and conditions of the Plan and any Sub-Plans, if any, a copy of which has been made available to the Participant.17.Binding Participant.16.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.18.Sole assigns.17.Sole Agreement. This Agreement is the entire agreement between the parties to it relating to the Option and supersedes any and all prior oral and written representations. This Agreement may only be amended by written agreement between the Company and the Participant. View More
Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered, delivered by guaranteed next-day delivery or sent by facsimile (with confirmation of transmission) or shall be deemed given on the third business day when mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when... received): If to the Company, to: Penn National Gaming, Inc. 825 Berkshire Boulevard, Suite 200 5 Wyomissing, Pennsylvania 19610 Attention: Chief Executive Officer (with a copy to the General Counsel) If to Executive, to: His or her then current home address. or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 13.View More
Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered, delivered by guaranteed next-day delivery or sent by facsimile (with confirmation of transmission) or shall be deemed given on the third business day when mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when... received): If to the Company, to: Penn National Gaming, Inc. 825 Berkshire Boulevard, Suite 200 5 Wyomissing, Pennsylvania 19610 Attention: Chief Executive Officer (with a copy to the General Counsel) Facsimile: (610) 373-4966 If to Executive, to: His or her then current home address. or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 13. Section. 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, if to the Agent, shall be sufficient in all respects if delivered or sent to Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, to the attention of the General Counsel (email: [***]) and, if to the Company, shall be sufficient in all respects if delivered... or sent to it at QuantumScape Corporation, 1730 Technology Drive, San Jose, CA 95110, Attn: Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Michael Murphy (telephone number: [***]; email: [***]), Adriano Pierroz (telephone number: [***]; email: [***]) and Madeleine Stow (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan & Cromwell LLP, attention: John Savva (email: savvaj@sullcrom.com); and Transaction Acceptances shall be delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). 38 11. No Fiduciary Relationship. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent and shall not be on behalf of the Company.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, if to the Agent, shall be sufficient in all respects if delivered or sent to Cowen and Company, UBS Securities LLC, 599 Lexington Avenue, 1285 Avenue of the Americas, New York, NY 10022, New York 10019, Attention: Equity Syndicate, with a copy to the attention of the... General Counsel Matt Albrecht (email: [***]) [***]), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at QuantumScape Corporation, 1730 Technology Drive, San Jose, CA 95110, Attn: Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Michael Murphy Jesse O'Neill (telephone number: [***]; email: [***]), Adriano Pierroz Charles Heaney (telephone number: [***]; email: [***]) [***]), and Madeleine Stow Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan & Cromwell LLP, attention: John Savva (email: savvaj@sullcrom.com); and Transaction Acceptances shall be 38 delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). 38 11. No Fiduciary Relationship. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent and shall not be on behalf of the Company.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 Agent, shall be delivered to: B. Riley FBR, Inc. 299 Park Avenue, 7th Floor New York, NY, 10171 Attention: General Counsel Telephone: (212) 457-9947 Email: atmdesk@brileyfbr.com with a copy to: Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 07102... Attention: James T. Seery Telephone: (973) 424-2088 Email: jtseery@duanemorris.com and if to the Company, shall be delivered to: ITUS Corporation 3150 Almaden Expressway, Suite 250 San Jose, CA 95118 Attention: Dr. Amit Kumar Telephone: (408) 708-9808 Email: ak@ITUScorp.com with a copy to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105-0302 Attention: David Selengut Telephone: (212) 370-1300 Email: selengut@egsllp.com 32 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.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 Agent, FBR, shall be delivered to: B. Riley FBR, Inc. 299 Park Avenue, 7th Floor New York, NY, 10171 FBR Capital Markets & Co. 1300 North 17th Street Suite 1400 Arlington, Virginia 22209 Attention: General Counsel Legal Department Telephone: (212) 457-9947 (703) 312-9500 Email: ... class="diff-color-red">atmdesk@brileyfbr.com atmdesk@fbr.com with a copy to: Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 07102 Attention: James T. Seery Telephone: (973) 424-2088 Email: jtseery@duanemorris.com and if to the Company, shall be delivered to: ITUS Corporation 3150 Almaden Expressway, Suite 250 San Jose, CA 95118 Attention: Dr. Amit Kumar Telephone: Tellephone: (408) 708-9808 Email: ak@ITUScorp.com with a copy to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105-0302 Attention: David Selengut Telephone: (212) 370-1300 Email: selengut@egsllp.com 32 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. View More
Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Representative, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Attention: Alexander Sheers, Deputy General Counsel; and (b) if to the Company, shall be delivered or sent by mail, telex, facsimile transmission or email to Pacific Ethanol, Inc., 400 Capitol Mall, Suite 2060, Sacramento, CA... 95814, Attention: General Counsel, Facsimile: (916) 446-3937. provided, however, that any notice to the Underwriters pursuant to Section 7 shall be delivered or sent by mail, telex or facsimile transmission to the Representative at the addresses set forth in their acceptance telex to the Underwriters, which addresses will be supplied to any other party hereto by the Underwriters upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof, except that any such statement, request, notice or agreement delivered or sent by email shall take effect at the time of confirmation of receipt thereof by the recipient thereof. 31 14. Definition Of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the NASDAQ CM is open for trading, (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations, and (c) "to the Company's knowledge" or "to the knowledge of the Company" or words of similar import shall mean to the knowledge of any officer or director of the Company after a reasonable investigation of such facts by such officer or director.View More
Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Representative, Representatives, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Guggenheim Securities, Lazard Capital Markets LLC, 330 Madison Avenue, 30 Rockefeller Plaza, New York, NY 10020, Attention: General Counsel, Fax: 212-830-3615 and (ii) Cowen and Company, LLC, 599 Lexington Avenue, 27th Floor, New York 10017, York, NY 10022, Attention: Alexander... Sheers, Deputy General Counsel; ECM; and (b) if to the Company, shall be delivered or sent by mail, telex, facsimile transmission or email to Pacific Ethanol, Inc., 400 Capitol Mall, Suite 2060, Sacramento, CA 95814, Attention: General Counsel, Facsimile: (916) 446-3937. provided, however, that any notice to the Underwriters pursuant to Section 7 shall be delivered or sent by mail, telex or facsimile transmission to the Representative Representatives at the addresses set forth in their acceptance telex to the Underwriters, which addresses will be supplied to any other party hereto by the Underwriters upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof, except that any such statement, request, notice or agreement delivered or sent by email shall take effect at the time of confirmation of receipt thereof by the recipient thereof. 31 33 14. Definition Of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the NASDAQ CM is open for trading, (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations, and (c) "to the Company's knowledge" or "to the knowledge of the Company" or words of similar import shall mean to the knowledge of any officer or director of the Company after a reasonable investigation of such facts by such officer or director. View More
Notices. All notices, requests, consents, demands and other communications hereunder (each, a "Notice") shall be in writing and delivered to the parties at the addresses set forth herein or to such other address as may be designated by the receiving party in a Notice given in accordance with this section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier, email, or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise... provided in this Guaranty, a Notice is effective only (a) with written confirmation of delivery or transmission; (b) upon receipt of the receiving party; and (c) if the party giving the Notice has complied with the requirements of this section. If Guarantor fails to comply with any of its Obligations under Section 3 or any other provision of this Agreement, Lender shall provide written notice of breach to Guarantor (the "Breach Notice") consistent with the requirements set forth in this section. Guarantor shall then have five (5) business days from the date of receipt of the Breach Notice to cure the breach (the "Grace Period") or provide written proof that no breach existed, the sufficiency of which shall be in Lender's reasonable discretion. If Guarantor fails to cure any such breach within the Grace Period or fails to provide proof that no claimed breach existed, then Guarantor shall be deemed to be in default of this Guaranty. Page 3 of 5 7. Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers or obligations hereunder. Lender may assign this Guaranty and its rights hereunder without the consent of Guarantor. Lender shall provide notice of any such assignment to Guarantor. Any attempted assignment by Guarantor in violation of this section shall be null and void.View More
Notices. All notices, requests, consents, demands and other communications hereunder (each, a "Notice") shall be in writing and delivered to the parties at the addresses set forth herein or to such other address as may be designated by the receiving party in a Notice given in accordance with this section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier, email, or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise... provided in this Guaranty, a Notice is effective only (a) with written confirmation of delivery or transmission; (b) upon receipt of the receiving party; and (c) if the party giving the Notice has complied with the requirements of this section. If Guarantor fails to comply with any of its Obligations under Section 3 or any other provision of this Agreement, Lender shall provide written notice of breach to Guarantor (the "Breach Notice") consistent with the requirements set forth in this section. Guarantor shall then have five (5) business days from the date of receipt of the Breach Notice to cure the breach (the "Grace Period") or provide written proof that no breach existed, the sufficiency of which shall be in Lender's reasonable discretion. If Guarantor fails to cure any such breach within the Grace Period or fails to provide proof that no claimed breach existed, then Guarantor shall be deemed to be in default of this Guaranty. Page 3 of 5 7. Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers or obligations hereunder. Lender may assign this Guaranty and its rights hereunder without the consent of Guarantor. Lender shall provide notice of any such assignment to Guarantor. Any attempted assignment by Guarantor in violation of this section shall be null and void.View More
