Notices Contract Clauses (104,236)

Notices. Any notice or demand required or permitted to be given herein shall be in writing and shall be given either by personal delivery to the Employee, or an officer or director of the Company, as the case may be, or sent by postage prepaid, certified or registered mail, return receipt requested, or by facsimile or e-mail with a scanned or electronic signature to the addresses set forth herein or as may otherwise be designated by them in writing with a notice provided pursuant to this paragraph. Such... notice or demand shall be deemed given when personally delivered or received. View More

Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by facsimile with immediate telephonic confirmation or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows If to the Dealer-Manager: Source Capital Group, Inc. 276 Post Road West Westport, CT 06880 Attention: Mr. Richard H. Kreger, Snr.... Managing Director, Investment Banking Email: rkreger@sourcegrp.com With a copy to: Libertas Law Group, Inc. 225 Santa Monica Boulevard, 5th Floor Santa Monica, CA 90401 Attention: Ruba Qashu, Esq. Email: ruba@libertaslaw.com Facsimile: (310) 356-1922 If to the Company: Cemtrex, Inc. 19 Engineers Lane Farmingdale, NY 11735 Attention: Aron Govil, Executive Director 22 With a copy to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, NY 10019 Attention: Spencer G. Feldman, Esq. Email: sfeldman@olshanlaw.com Facsimile: (212) 451-2222 15. Parties. This Agreement shall inure to the benefit of and be binding upon the Dealer-Manager, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those Persons, except that the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the Person or Persons, if any, who control the Dealer-Manager within the meaning of Section 15 of the Act. Nothing in this Agreement shall be construed to give any Person, other than the Persons referred to in this Section, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. View More

Notices. For the purpose of this Agreement, notices and all other communications to either Party hereunder provided for in the Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered in person, mailed by certified mail, return receipt requested or recognized overnight delivery service; and (b) transmitted via electronic mail. If to the Company: Ominto, Inc. 1515 S. Federal Highway, Suite 308 Boca Raton, FL 33432 Telephone: (561) 362-2381 Attention: Mitch Hill... E-mail:mhill@ominto.com With a copy to (that shall not constitute notice): K&L Gates LLP Southeast Financial Center – 39th Floor 200 South Biscayne Blvd. Miami, FL 33131-2399 Telephone: 305.539.3300 Attention: Clayton Parker, Esq. E-mail: clayton.parker@klgates.com If to the Executive: Matthew Cohen to the address on file with the Company or to such other address as either party shall designate by giving written notice of such change to the other party. 11 8. Return of the Company's Property. All of the Company's and its subsidiaries' and affiliates' products; correspondence; internal memoranda; designs; sales brochures; training manuals; project files; price lists; customer and vendor lists; prospectus reports; customer, licensor, distributor, supplier or vendor information; sales literature; territory printouts; call books; notebooks; textbooks; e-mails; and internet access; and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, acquired by the Executive while in the employ of the Company, whether prepared by the Executive or coming into the Executive's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon the expiration or termination of this Agreement for any reason or upon request by the Board. The Executive also shall return immediately return any Company issued property including, but not limited to, laptops, computers, thumb drives, removable media devices, flash drives, smartphones, cellular phones, iPads and other devices upon the expiration or termination of this Agreement for any reason or upon request by the Board. The Executive's obligations under this Section 8 shall exist whether or not any of these items or materials contain Confidential Information or trade secrets. The Parties hereto shall comply with all applicable laws and regulations regarding retention of and access to this Agreement and all books, documents and records in connection therewith. The Executive shall provide the Company with a signed certificate evidencing that all such property has been returned, and that no such property or Confidential Information or trade secret has been retained by the Executive in any form. If the Company has a good faith basis for suspecting that Executive has retained documents, property or information in violation of this provision, if requested, the Executive is obligated to provide the Company and/or its agent with access to the Executive's laptop(s), external drive(s), computer(s), flash drive(s) and/or removable media to ensure all property of the Company or its subsidiaries and affiliates has been returned, and Executive is not retaining copies of the documents or property without the Company permission. View More

Notices. Each Notice or other communication required or permitted under this Agreement shall be in writing and transmitted or delivered by personal delivery, prepaid courier or messenger service (whether overnight or same-day), prepaid telecopy or facsimile, or prepaid certified United States mail (with return receipt requested), addressed (in any case) to the other Party at the address for that Party set forth below that Party's signature on this Agreement, or at such other address as the recipient has... designated by Notice to the other Party. EMPLOYMENT AGREEMENT PAGE 13 Each Notice or communication so transmitted, delivered, or sent in person, by courier or messenger service, or by certified United States mail, shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt, or the equivalent record of the courier or messenger, being deemed conclusive evidence of delivery or refusal.) Nevertheless, if the date of delivery is after 5:00 p.m. (local time of the recipient) on a Business Day, the Notice or other communication shall be deemed given, received and effective on the next Business Day. View More

Notices. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, Applied Genetic Technologies Corporation, 14193 NW 119th Terrace, Alachua, FL 32615, attention of the chief financial officer, or such other address as the Company may hereafter designate. Any notice to be given to the Recipient hereunder shall be deemed sufficient if addressed to and delivered in person to the Recipient at his or her address... furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Recipient at such address. View More

Notices. All notices, request, demands and other communications required or permitted under this Agreement shall be given in writing as follows: Boca Equity Partners, LLC Banyan Rail Services Inc. 2255 Glades Road, Suite 324-A 2255 Glades Road, Suite 324-A Boca Raton, FL 33431 Boca Raton, FL 33431 Attn: Gary O. Marino, CEO Attn: Jon Ryan, CEO Agreed upon as of the Effective Date: Boca Equity Partners, LLC Banyan Rail Services Inc. /s/ Gary O. Marino /s/ Jon Ryan By: Gary O. Marino, CEO By: Jon Ryan, CEO... 2 EX-10.1 2 v412576_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Office Lease and Administrative Support Agreement THIS OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENT (this "Agreement") is made on June 1, 2015, by and between Banyan Rail Services Inc. ("Banyan") and Boca Equity Partners, LLC ("BEP"). WHEREAS: The parties desire to provide for a cost-sharing arrangement relating to Banyan's use of a portion of BEP's offices located at 2255 Glades Road, Suite 324-A, Boca Raton FL 33431 (the "Premises"), and certain overhead items at the Premises such as space, utilities and other administrative services. NOW THEREFORE, the parties agree as follows: TERMS 1. Term. The term of this Agreement shall be month-to-month, commencing on January 1, 2015 (the "Effective Date"). View More

Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; if to the Enable Parties shall be delivered, mailed or sent to Enable Midstream Partners, LP, One Leadership Square, 211 North Robinson Avenue, Suite 950, Oklahoma City, Oklahoma 73102, Attention:... General Counsel; and if to the Selling Unitholder shall be delivered, mailed or sent to Enogex Holdings LLC, c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, Attention: Assistant General Counsel. View More

Notices. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the Party to be noticed as set forth herein or to such other address as such Party last provided to the other by written notice.

Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, except for communications from the Parties setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to funds transfer instructions (all of which shall be specifically governed by Section 11 below), shall be deemed effective on the date of receipt, and may be sent by: (a)by facsimile or other... electronic submission (including e-mail); (b)by overnight courier or delivery service; or (c)by certified or registered mail, return receipt requested; to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing by registered mail, return receipt requested. If to the Holder Representative: Shareholder Representative Services LLC 950 17th Street, Suite 1400 Denver, CO 80202 Attention: Managing Director E-mail: deals@srsacquiom.com With a copy (which shall not constitute notice) to: Winston & Strawn LLP 35 W. Wacker Drive Chicago, IL 60601 Attn: Jason D. Osborn David Sakowitz Email: josborn@winston.com dsakowitz@winston.com If to PubCo: Benson Hill, Inc. 1001 N. Warson Rd., Suite 200 St. Louis, MO 63132 Attention: Project Better Future Email: legal@bensonhill.com with a copy (which shall not constitute notice) to: Winston & Strawn LLP 35 W. Wacker Drive Chicago, IL 60601 Attn: Jason D. Osborn David Sakowitz Email: josborn@winston.com dsakowitz@winston.com If to the Earnout Escrow Agent: Continental Stock Transfer and Trust 1 State Street, 30th Floor New York, NY 10004 Attn: Erika Young Email: eyoung@continentalstock.com 11.Security Procedures. (a)Notwithstanding anything to the contrary as set forth in this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number or e-mail address. (b)In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to reach the Holder Representative after a reasonable amount of time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo's executive officers ("Executive Officers"), as the case may be, which shall include the titles of Chief Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer as confirmation on behalf of the Holder Representative. (c)Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d)The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable. View More

Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Issuer, to: Toyota Auto Receivables 2017-D Owner Trust c/o Wells Fargo Delaware Trust Company, National Association 919 North Market Street, Suite 1600 Wilmington, DE 19801 Attention: Corporate Trust Services with a copy to: Toyota Auto Receivables 2017-D Owner Trust 6565 Headquarters Drive, W2-5A 10 Plano, Texas 75024-5965 Attention: General Counsel (b) if to the Administrator,... to: Toyota Motor Credit Corporation 6565 Headquarters Drive, W2-3D Plano, Texas 75024-5965 Attention: Treasury Operations Department With a copy by electronic mail to: TFS_Treasury_Operations@toyota.com (c) if to the Indenture Trustee, to: U.S. Bank National Association 190 South LaSalle Street Chicago, IL 60603 Attention: Toyota Auto Receivables 2017-D Owner Trust or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above. View More