Notices Contract Clauses (104,236)

Notices. All notices and other communications hereunder shall be in writing and effective only upon receipt, and, if sent to the Underwriters, will be mailed or transmitted by any standard form of telecommunication to the Underwriters as set forth in Schedule I hereto or, if sent to the Company, will be mailed or transmitted by any standard form of telecommunication to the Company at P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616, facsimile no. (817) 967-2199, attention of the Treasurer.

Notices. All notices and other communications under this Escrow Agreement shall be in writing and shall be deemed to have been duly received (a) if given by facsimile or e-mail, when transmitted so long as affirmative confirmation is given in writing to the sender by the recipient thereof (automated fax confirmations or e-mail receipt answer-backs will not suffice for such purpose) on the same Business Day and during normal business hours of the recipient; (b) if given by certified or registered mail,... return receipt requested, postage prepaid, three Business Days after being deposited in the US mails, and (c) if given by courier or other means, when received or personally delivered, and addressed as follows (or at such other address as the intended recipient shall have specified in a written notice given to the other party hereto): If to Purchaser: ARC Group Worldwide, Inc. Attn: Drew M. Kelley, Chief Financial Officer 810 Flightline Blvd. Deland, FL 32724 Fax: (212) 231-3939 e-mail: dkelley@arcgroupworldwide.com If to Escrow Agent: Wuersch & Gering LLP 100 Wall Street, 10th Floor New York, NY 10005 Attention: Travis L. Gering, Esq. Fax: (610) 819-9104 e-mail: travis.gering@wg-law.com If to Sellers: To the Respective address of each Seller as set forth in the Purchase Agreement. 8 Escrow Agreement 15. Entire Agreement. This Escrow Agreement, together with the Purchase Agreement and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Escrow Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any inconsistency between the statements in the body of this Escrow Agreement and those of the Purchase Agreement, (i) with respect to any inconsistency as between Purchaser and Sellers, the statements in the body of the Purchase Agreement shall control; and (ii) with respect to any inconsistency as between the Escrow Agent, on the one hand, and either Purchaser or Sellers or both, on the other hand, the statements in the body of this Escrow Agreement shall control. View More

Notices. Any notice required or permitted by this Agreement shall be sufficient if delivered personally, by facsimile or if sent by either party to the other by email or overnight delivery, post prepaid, addressed to the other party, either at the address or the email address set forth below: If to Company: William R. Doyle Chairman, CEO and President Vystar Corporation 2480 Briarcliff Rd., #6 Suite 159 Atlanta, GA 30329 wdoyle@vytex.com With a copy to: Gerald L. Baxter Greenberg Traurig, LLP Suite 2500... 3333 Piedmont Rd. Atlanta, GA 30305 baxterg@gtlaw.com If to Distributor: Steven Rotman NHS Holdings, LLC 101 Aylesbury Road Worcester, MA 01609 srotman111@gmail.com With a copy to: Michael A. Refolo Mirick O'Connell 100 Front St. Worcester, MA 01608-1477 mrefolo@mirickoconnell.com 8. Governing Law/Entire Agreement. (a) This Agreement shall be construed and the legal relations between the parties hereto determined in accordance with the laws of the Commonwealth of Massachusetts as a contract to be performed in the Commonwealth of Massachusetts. The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by an officer of Company and Distributor in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. (b) Each of the parties acknowledges that it has entered into this Agreement in the Commonwealth of Massachusetts, and agrees that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement shall, be litigated only in federal and state courts located in the Commonwealth of Massachusetts and Company: (a) consents and submits to the in personam jurisdiction of any state or federal court located within the Commonwealth of Massachusetts; (b) waives any right to transfer or change the venue of litigation brought against Company; and (c) acknowledges that it has appointed a registered agent, of which it will notify Distributor, to receive service of process in the Commonwealth of Massachusetts and that Distributor may serve Company by written notice to the extent permitted by law and that service of process upon the registered agent, or by mail if allowed by law, shall be binding upon Company. View More

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

Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or telegraphed and confirmed as follows: if to the Underwriters, to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010 or UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019; if to the Company to Advanced Disposal Services, Inc. Michael Slattery, 90 Fort Wade Road, Ponte Vedra, 29 FL, 32801; if to the Selling Stockholder to... Star Atlantic Waste Holdings, L.P., 277 Park Avenue, 45th Floor, New York, New York 10172. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representative at: Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, or, if sent to the Company, will be mailed or delivered and confirmed to it at 215 Park Avenue, Floor 11, New York, NY 10003, Attention: Chief Financial Officer with a copy to Skadden, Arps, Slate, Meagher &... Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, Attention: Gregg Noel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter. 34 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and director nominees and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. View More

Notices. Any notice or other communication required or permitted to be delivered to any party under this Stockholders Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written... notice given to the other parties hereto): If to Parent, to: Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, CA 95814 Attention: Christopher W. Wright, Esq., General Counsel Email: cwright@pacificethanol.com Facsimile No. : (916) 403-2785 with copy to: Troutman Sanders LLP 5 Park Plaza, Suite 1400 Irvine, CA 92614 Attention: Larry A. Cerutti, Esq. Email: larry.cerutti@troutmansanders.com Facsimile No. : (949) 622-2739 9 If to a Stockholder, to the address set forth beneath such Stockholders name on the signature page hereto with copy to: Candlewood Investment Group, LP 777 Third Avenue, Suite 19B New York, NY 10017 Attention: David Koenig Janet Miller, General Counsel/COO Email: dkoenig@candlewoodgroup.com; compliance@candlewoodgroup.com Facsimile No. : (212) 493-4492 16. Condition to Effectiveness. This Stockholders Agreement shall not be effective and shall be of no force or effect until (a) the Merger Agreement is executed by all parties thereto, (b) this Agreement is executed by all parties hereto and (c) such time as CS has executed an agreement substantially identical to this Stockholders Agreement with respect to all shares of the Company's capital stock beneficially held by CS, after giving effect to the Third Party Transfers (collectively, the "CS Shares"), pursuant to which CS agrees to vote its Pro Rata Share of an aggregate 51% of the issued and outstanding shares of capital stock of the Company (together with the Shares) in favor of the Merger Agreement and the Merger. View More

Notices. Whenever, pursuant to this Lease, notice, consent, approval, request or demand shall or may be given to either of the parties by the other, and whenever either of the parties shall desire to give to the other any notice, consent, approval, request or demand with respect to this Lease or the Premises, each such notice, consent, approval, request or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or... served as follows: by mailing the same to the other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Section 1, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof). 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 by any standard form of telecommunication. Notices to the Underwriters shall be directed to Roth at 888 San Clemente, Newport Beach, CA 92660, attention of John Dalfonsi (email:JDalfonsi@roth.com), with a copy to Dickinson Wright PLLC at 2600 W. Big Beaver Road, Suite 300, Troy, MI 48084 attention of Michael T. Raymond (email: mraymond@dickinsonwrigtht.com)... 433-7274); notices to the Company shall be directed to it at 3140 N. Caden Ct., Suite 1, Flagstaff, AZ 86004, attention of Thomas C. Chesterman (email: tom.chesterman@senestech.com), with a copy to Perkins Coie LLP, 1120 N.W. Couch Street Tenth Floor, Portland, OR 97209-4128 attention of Chris Hall (email: Chall@perkinscoie.com). Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. -28- 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any purchaser, as such purchaser, of any of the Shares and Warrants from any Underwriter. View More

Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, NY 10005 (facsimile: (212) 797-4564), Attention: General Counsel, and UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019 (facsimile: (212) 713-3371), Attention: Syndicate, with a copy... to Skadden, Arps, Slate, Meagher & Flom, Four Times Square, New York, New York 10036, Attention: Michael J. Zeidel; and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 495 S. High Street, Columbus, Ohio 43215 (facsimile: (614) 961-3542), Attention: General Counsel, with a copy to Proskauer Rose LLP, Eleven Times Square, New York, New York 10036, Attention: Julie M. Allen, and, if to the Selling Stockholder, shall be sufficient in all respects if delivered or sent to IBP Investment Holdings, LLC, 495 S. High Street, Columbus, Ohio 43215 (facsimile: (614) 961-3542), Attention: President. View More