Notices Contract Clauses (104,236)

Notices. 19.1. Notices from Buyer to Seller. Buyer may send any notices, disclosures, terms and conditions, other documents, and any future changes to Seller by regular mail or by e-mail, at Buyer's option and Seller consents to such electronic delivery. Notices sent by e-mail are effective when sent. Notices sent by regular mail become effective upon mailing to Seller's address set forth in this Agreement. 19.2. Notices from Seller to Buyer. Seller may send any notices to Buyer by e-mail only upon the... prior written consent of Buyer, which consent may be withheld or revoked at any time in Buyer's sole discretion. Otherwise, any notices or other communications from Seller to Buyer must be delivered by certified mail, return receipt requested, to Buyer's address set forth in this Agreement. Notices sent to Buyer shall become effective only upon receipt by Buyer. 6 20. Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Buyer which consent may be withheld in Buyer's sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of this Agreement, shall, if Buyer so elects, be instituted in any court sitting in New York, (the "Acceptable Forums"). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by Buyer to transfer such proceeding to an Acceptable Forum. View More

Notices. 19.1. Notices a.Notices from Buyer to Seller. Buyer may send any notices, disclosures, terms and conditions, other documents, and any future changes to Seller by regular mail or by e-mail, at Buyer's option and Seller consents to such electronic delivery. Notices sent by e-mail are effective when sent. Notices sent by regular mail become effective upon three days after mailing to Seller's address set forth in this Agreement. 19.2. Notices b.Notices from Seller to Buyer. Seller may send any... notices to Buyer by e-mail only upon the prior written consent of Buyer, which consent may be withheld or revoked at any time in Buyer's sole discretion. Otherwise, any notices or other communications from Seller to Buyer must be delivered by certified mail, return receipt requested, to Buyer's address set forth in this Agreement. at CFG Merchant Solutions, LLC, 201 Route 17 North, Suite 805, Rutherford, New Jersey 07070. Notices sent to Buyer shall become effective only upon receipt by Buyer. View More

Notices. 19.1. Notices from Buyer to Seller. Buyer may send any notices, disclosures, terms and conditions, other documents, and any future changes to Seller by regular mail or by e-mail, at Buyer's option and Seller consents to such electronic delivery. Notices sent by e-mail e- mail are effective when sent. Notices sent by regular mail become effective upon mailing to Seller's address set forth in this Agreement. 19.2. Notices from Seller to Buyer. Seller may send any notices to Buyer by e-mail only... upon the prior written consent of Buyer, which consent may be withheld or revoked at any time in Buyer's sole discretion. Otherwise, any notices or other communications from Seller to Buyer must be delivered by certified mail, return receipt requested, to Buyer's address set forth in this Agreement. Notices sent to Buyer shall become effective only upon receipt by Buyer. -6- 20. Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Buyer which consent may be withheld in Buyer's sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of this Agreement, shall, if Buyer so elects, be instituted in any court sitting in New York, (the "Acceptable Forums"). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by Buyer to transfer such proceeding to an Acceptable Forum. View More

Notices. (a) Delivery of Notices. All notices, requests, demands, directions, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made: (a) upon considered received by the recipient: (i) for overnight mail, on delivery or, in the case of a letter mailed by for registered first class mail, postage prepaid, prepaid and properly addressed to the recipient, three days after deposit in the mail, (b) in the case of mail; (ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient, and (c) in the case of recipient; (iii) for an email, when receipt is confirmed by telephone or reply email from the recipient. Communications recipient; and (iv) for an electronic posting to a password-protected website to which the Representatives, in their capacity as Representatives recipient has access, on delivery of an email (without the Underwriters or in their individual capacities, will be given requirement of confirmation of receipt) stating that the electronic posting has been made. 18 (b) Notices to the Representatives at their respective addresses set forth in the Terms Annex: Depositor. Communications to the Depositor will must be given addressed to: Ford Credit Auto Receivables Lease Two LLC c/o Ford Motor Company World Headquarters, Suite 802-A3 One American Road Dearborn, Michigan 48126 Attention: Ford Credit SPE Management Office Telephone: (313) 594-3495 Fax: (313) 390-4133 24 With Email: FSPEMgt@ford.com with a copy to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 (c) Notices to Ford Credit. Communications to Ford Credit will must be given addressed to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 14. Successors. This Agreement will inure (d) Notices to Representatives. Communications to the benefit Representatives, in their capacity as Representatives of and the Underwriters or in their individual capacities, must be binding on addressed to the Underwriters, Representatives at their addresses stated in the Depositor and Ford Credit and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligations under this Agreement. Terms Annex. View More

Notices. (a) Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made: (a) upon considered given: (i) on delivery or, in the case of for a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail, (b) in the case of (ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient, and... (c) in the case of (iii) for an email, when receipt is confirmed by telephone or reply email from the recipient. Communications recipient, and 16 (iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without requirement of confirmation of receipt) to the Representatives, in their capacity as Representatives of recipient stating that the Underwriters or in their individual capacities, will be given electronic posting has been made. (b) Notices to the Representatives at their respective addresses set forth in the Terms Annex: Depositor. Communications to the Depositor will be given to: Ford Credit Auto Receivables Two LLC c/o Ford Motor Company World Headquarters, Suite 802-A3 One American Road Dearborn, Michigan 48126 Attention: Ford Credit SPE Management Office Telephone: (313) 594-3495 Fax: (313) 390-4133 24 With Email: FSPEMgt@ford.com with a copy to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 (c) Notices to Ford Credit. Communications to Ford Credit will be given to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 14. Successors. This Agreement will inure (d) Notices to Representatives. Communications to the benefit Representatives, in their capacity as Representatives of and the Underwriters or in their individual capacities, will be binding on given to the Underwriters, Representatives at their addresses stated in the Depositor and Ford Credit and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligations under this Agreement. Terms Annex. View More

Notices. (a) Delivery of Notices. All notices, requests, demands, directions, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made: (a) upon considered received by the recipient: (i) for overnight mail, on delivery or, in the case of a letter mailed by for registered first class mail, postage prepaid, three days after deposit in the mail, (b) in mail properly addressed to the case of recipient; 17 (ii) for a... fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient, and (c) in the case of recipient; (iii) for an email, when receipt is confirmed by telephone or reply email from the recipient. recipient; and (iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) to the recipient stating that the electronic posting has been made. (b) Notices to Depositors. Communications to the Representatives, in their capacity as Representatives of the Underwriters or in their individual capacities, will Depositors must be given to the Representatives at their respective addresses set forth in the Terms Annex: Communications to the Depositor will be given addressed to: Ford Credit Auto Receivables Two Floorplan Corporation and Ford Credit Floorplan LLC c/o Ford Motor Company World Headquarters, Suite 802-A3 One American Road Dearborn, Michigan 48126 Attention: Ford Credit SPE Management Office Telephone: (313) 594-3495 Fax: (313) 390-4133 24 With Email: FSPEMgt@ford.com with a copy to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 (c) Notices to Ford Credit. Communications to Ford Credit will must be given addressed to: Ford Motor Credit Company LLC One American Road Suite 2411, Office 212-016 Dearborn, Michigan 48126 Attention: Corporate Secretary Telephone: (313) 323-1200 Fax: (313) 337-1160 14. Successors. This Agreement will inure (d) Notices to Representatives. Communications to the benefit Representatives, in their capacity as Representatives of and the Underwriters or in their individual capacities, must be binding on addressed to the Underwriters, Representatives at their addresses stated in the Depositor and Ford Credit and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligations under this Agreement. Terms Annex. View More

Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS Attention: ] Andover National Corporation 333 Avenue of the Americas, Suite 2000 Miami, FL 33131 Attn: Chief Financial Officer If to the Participant at the address set forth on the Restricted Stock Unit Award Grant Notice or to such other address or addresses... of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 4 11. Assignment and Successors. (a) This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. View More

Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS Quantum-Si Incorporated 530 Old Whitfield Street Guilford, CT 06437 Attention: ] General Counsel If to the Participant at the Participant's most recent address set forth on the Restricted Stock Unit Award Grant Notice or to such other address or addresses of... which notice as shown in the same manner has previously been given. employment or stock records of the Company. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 4 11. Assignment and Successors. (a) This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. View More

Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS TMC the metals company Inc. [Address] Attention: ] General Counsel If to the Participant at the Participant's most recent address set forth on the Restricted Stock Unit Award Grant Notice or to such other address or addresses of which notice as shown in the ... class="diff-color-red">same manner has previously been given. employment or stock records of the Company. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 4 11. Assignment and Successors. (a) This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. View More

Found in Sustainable Opportunities Acquisition Corp. contract

Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the principal headquarters of the Company, attention: General Counsel; Chairman of the Board; and if to Executive, to Executive's most recent address in the Company's records; or, in each respective case, to such other address as either Party may... furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt. View More

Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, Bank, to the principal headquarters of the Company, Bank, attention: General Counsel; and if to Executive, to Executive's most recent address in the Company's Bank's records; or, in each respective case, to such other address as either Party may... furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt. View More

Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the principal headquarters of the Company, attention: General Counsel; Chief Executive Officer; and if to Executive, to Executive's most recent address in the Company's records; or, in each respective case, to such other address as either Party may... furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt. View More

Notices. Correspondence regarding the Securities should be directed to Subscriber at the address provided by Subscriber to the Company in writing. Subscriber is a bona fide resident of the state of Texas.

Notices. Correspondence regarding the Securities should be directed to Subscriber at the address provided by Subscriber to the Company in writing. Subscriber is a bona fide resident of the state of Texas.

Notices. Correspondence regarding the Securities should be directed to Subscriber at the address provided by Subscriber to the Company in writing. printed below. Subscriber is a bona fide resident of the state of Texas. listed below.

Notices. All notice and other communications hereunder will be in writing and shall be deemed effectively given to a party by (a) personal delivery; (b) upon deposit with the United States Post Office, by certified mail, return receipt requested, first-class mail, postage prepaid; (c) delivered by hand or by messenger or overnight courier, addressee signature required, to the addresses below or at such other address and/or to such other persons as shall have been furnished by the parties: If to the... Company: Akoustis Technologies, Neurotrope, Inc. 9805 Northcross Center Court, Suite H Huntersville, North Carolina 28078 1185 Avenue of the Americas 3rd Fl. New York NY 10036 Attention: Drew Wright, General Counsel If to Katalyst Securities LLC. Katalyst Securities, LLC 630 Third Avenue, 5th Floor New York, NY 10019 Attention: Michael Silverman Managing Director Robert Weinstein Chief Financial Officer With a copy to: Barbara J. Glenns, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (which shall not 666 Third Avenue constitute notice) Law Office of Barbara J. Glenns, Esq. 30 Waterside Plaza, Suite 25G New York, NY 10010 11. 10017 Attention: Jeffrey Schultz, Esq. If to GP Nurmenkari Inc. GP Nurmenkari Inc. 22 Elizabeth Street SONO Square Suite 1J Norwalk, CT 06854 Attention: Robert Fitzpatrick Chief Compliance Officer 13. Governing Law, Jurisdiction. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. Placement Agency Agreement (PIPE) Page 15 (PIPE)Page 21 THE PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO the exclusive jurisdiction of finra THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEw york. NEW YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE ATTORNEY'S FEES FROM THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED BASIS. View More

Notices. All notice and other communications hereunder will be in writing and shall be deemed effectively given to a party by (a) personal delivery; (b) upon deposit with the United States Post Office, by certified mail, return receipt requested, first-class mail, postage prepaid; (c) delivered by hand or by messenger or overnight courier, addressee signature required, to the addresses below or at such other address and/or to such other persons as shall have been furnished by the parties: If to the... Company: Akoustis Technologies, TapImmune Inc. 9805 Northcross Center Court, 50 North Laura Street Suite H Huntersville, North Carolina 28078 2500 Jacksonville, FL 32202 Attn: Mr. Glynn Wilson, Ph.D E-mail: gwilson@tapimmune.com Agency Agreement (PIPE and Warrant Exercise) Page 22 With a copy to: Shumaker, Loop & Kendrick, LLP (which shall not constitute notice) 101 East Kennedy Boulevard, Ste 2800 Tampa, FL 33602 Attention: Drew Wright, General Counsel Mark A. Catchur, Esq. If to Katalyst Securities LLC. Katalyst Securities, LLC 630 Third Avenue, 5th 1330 Avenue of the Americas, 14th Floor New York, NY 10019 Attention: Michael Silverman Managing Director With a copy to: Barbara J. Glenns, Esq. (which shall not constitute notice) Law Office of Barbara J. Glenns, Esq. 30 Waterside Plaza, Suite 25G New York, NY 10010 11. If to GP Nurmenkari Inc. GP Nurmenkari Inc. 18 East 41st Street, Suite 1902 New York, NY 10017 Attention: Jeffrey Berman Director With a copy to: Sanders Ortoli Vaugh-Flam Rosenstadt LLP (which shall not constitute notice) 501 Madison Avenue New York, NY 10022 Attention: William Rosenstadt 13. Governing Law, Jurisdiction. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. Placement Agency Agreement (PIPE) Page 15 THE PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO the exclusive jurisdiction of finra THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEw york. NEW YORK. Agency Agreement (PIPE and Warrant Exercise) Page 23 JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE ATTORNEY'S FEES FROM THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED BASIS. View More

Notices. All notice and other communications hereunder will be in writing and shall be deemed effectively given to a party by (a) personal delivery; (b) upon deposit with the United States Post Office, by certified mail, return receipt requested, first-class mail, postage prepaid; (c) delivered by hand or by messenger or overnight courier, addressee signature required, to the addresses below or at such other address and/or to such other persons as shall have been furnished by the parties: If to the ... class="diff-color-red">Company: Akoustis Technologies, Inc. 9805 Northcross Center Court, Suite H Huntersville, North Carolina 28078 Attention: Drew Wright, General Counsel If Company:CÜR Media, Inc.Mr. Thomas Brophy2217 New London TurnpikeSouth Glastonbury, CT 06073With a copy to:CKR Law LLP(which shall not constitute notice)1330 Avenue of the Americas, 14th FloorNew York, NY 10019Attention: Eric C. Mendelson, Esq.If to Katalyst Securities LLC. Katalyst Securities, LLC 630 Third Avenue, 5th Floor New LLC.Katalyst Securities LLC1330 Avenue of the Americas, 14th FloorNew York, NY 10019 Attention: 10019Attention: Michael Silverman Managing Director With SilvermanWith a copy to: Barbara to:Barbara J. Glenns, Esq. (which shall not constitute notice) Law notice)Law Office of Barbara J. Glenns, Esq. 30 Esq.30 Waterside Plaza, Suite 25G New 25GNew York, NY 10010 11. Placement Agency Agreement Page 19 13. Governing Law, Jurisdiction. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. Placement Agency Agreement (PIPE) Page 15 THE PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO the exclusive jurisdiction of finra THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEw york. NEW YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME ANY FEDERAL OR STATE COURT OF WITHIN THE STATE AND COUNTY OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. YORK. THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE ATTORNEY'S FEES FROM THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED BASIS. View More

Found in CUR MEDIA, INC. contract

Notices. (a) All notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally; sent by registered or certified mail, return receipt requested; or sent by nationally recognized and reputable commercial overnight delivery service, and shall be deemed to have been given on the date of personal delivery, or on the first business day following the date on which such notice was property deposited with the United States Postal Service or commercial... overnight delivery service as set forth above. Notices and communications shall be delivered or sent to the parties at the addresses indicated below: (i) To Executive: Steven W. Jones 409 Lake Boone Trail Drive Raleigh, Joseph H. Towell 1797 Davie Academy Road Mocksville, NC 27608 27028 (ii) To Yadkin Financial: 204 South Elm Street Statesville, NC 28677 Attn: EVP/Human Resources 16 (iii) To Yadkin Bank: 204 South Elm Street Statesville, NC 28677 Attn: EVP/Human Resources 16. 15. Survival. Upon expiration or termination of this Agreement by any party for any reason, the respective rights and obligations of the parties shall survive such expiration or termination for any period necessary for the parties to discharge their obligations to the fullest extent or as otherwise necessary to carry out the intentions of the parties under this Agreement. View More

Notices. All notices and other communications provided in this Agreement will be in writing and will be deemed to have been duly given when received by the party to whom it is directed at the following addresses: If addresses indicated on the signature page of this Agreement, or any other address that the recipient party provides to the Company: If to Director: Famous Dave's of America, Inc. 12701 Whitewater Drive, Suite 200 Minnetonka, MN 55343 Attn: Chief Executive Officer 11. other party in writing.... 2 10. General. (a) The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement. (b) This Agreement may be amended only by a written agreement executed by the Company and Director. (c) This Agreement and the Plan embody the entire agreement made between the parties hereto with respect to matters covered herein and shall not be modified except in accordance with paragraph 11(b) 10(b) of this Agreement. (d) Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement. (e) Each party hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement. (f) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. (g) This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Minnesota Delaware applicable to contracts executed and to be performed therein. View More

Notices. All notices and other communications provided in this Agreement will be in writing and will be deemed to have been duly given when received by the party to whom it is directed at the following addresses: If to the Company: If to Director: Famous Dave's of America, Inc. 12701 Whitewater Drive, Suite 200 Minnetonka, MN 55343 Attn: Chief Financial Officer If to Executive: To Executive's most recent residential address known by the Company or any other address Executive Officer 11. may provide to... the Company in writing 5 12. General. (a) The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement. (b) This Agreement may be amended only by a written agreement executed by the Company and Director. Executive. (c) This Agreement and the Plan embody the entire agreement made between the parties hereto with respect to matters covered herein and shall not be modified except in accordance with paragraph 11(b) 12(b) of this Agreement. (d) Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement. (e) Each party hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement. (f) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. (g) This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Minnesota applicable to contracts executed and to be performed therein. Signature page follows. View More

Notices. Unless expressly provided otherwise herein, any notice, request, direction, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received if sent by hand or by overnight courier, when personally delivered, if sent by telecopier, when receipt is confirmed by telephone, or if sent by registered or certified mail, postage prepaid, return receipt requested, when actually received if addressed as set forth... below: (a) If to the Company: Jefferson Square Bryn Mawr Funding LLC c/o FS Investment Corporation III Energy and Power Fund 201 Rouse Boulevard Philadelphia, PA 19112 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 E-mail: jerry.stahlecker@franklinsquare.com -11- (b) If to the Investment Manager: FS Investment Corporation III Energy and Power Fund 201 Rouse Boulevard Philadelphia, PA 19112 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 (c) If to the Administrative Agent, the Collateral Agent, the Collateral Administrator or any Lender under the Loan Agreement, as provided in the Loan Agreement, as may be amended therein. E-mail: jerry.stahlecker@franklinsquare.com Either party to this Agreement may alter the address to which communications or copies are to be sent to it by giving notice of such change of address in conformity with the provisions of this Section 14. 13. View More

Notices. Unless expressly provided otherwise herein, any notice, request, direction, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received if sent by hand or by overnight courier, when personally delivered, if sent by telecopier, when receipt is confirmed by telephone, or if sent by registered or certified mail, postage prepaid, return receipt requested, when actually received if addressed as set forth... below: -14- (a) If to the Company: Jefferson Square Funding Green Creek LLC c/o FS Investment Corporation III 201 Rouse Boulevard II 2929 Arch Street, Suite 675 Philadelphia, PA 19112 19104 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 (b) If to the Investment Manager: FS Investment Corporation III 201 Rouse Boulevard II 2929 Arch Street, Suite 675 Philadelphia, PA 19112 19104 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 (c) If to the Administrative Agent, the Collateral Agent, the Collateral Administrator or any Lender under the Loan Agreement, as provided in the Loan Agreement, as may be amended therein. Either party to this Agreement may alter the address to which communications or copies are to be sent to it by giving notice of such change of address in conformity with the provisions of this Section 14. View More

Notices. Unless expressly provided otherwise herein, any notice, request, direction, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received if sent by hand or by overnight courier, when personally delivered, if sent by telecopier, when receipt is confirmed by telephone, or if sent by registered or certified mail, postage prepaid, return receipt requested, when actually received if addressed as set forth... below: (a) If to the Company: Jefferson Square Center City Funding LLC c/o FS Investment Corporation III 201 Rouse Boulevard 2929 Arch Street, Suite 675 Philadelphia, PA 19112 19104 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 (b) If to the Investment Manager: FS Investment Corporation III 201 Rouse Boulevard 2929 Arch Street, Suite 675 Philadelphia, PA 19112 19104 Attention: Gerald F. Stahlecker, Executive Vice President Tel: (215) 495-1169 Fax: (215) 222-4649 (c) If to the Administrative Agent, the Collateral Agent, the Collateral Administrator or any Lender under the Loan Agreement, Citibank, as provided in the Loan Swap Agreement, as may be amended therein. Either party to this Agreement may alter the address to which communications or copies are to be sent to it by giving notice of such change of address in conformity with the provisions of this Section 14. 11. View More

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the "Notices" section of the Purchase Prior Exchange Agreement.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the "Notices" section of the Purchase Exchange Agreement.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement Amendment to be given to Borrower Company or Lender Holder shall be given as set forth in the "Notices" section of the Purchase Agreement. Notes.