Notices Contract Clauses (104,236)

Notices. Any notice to be given hereunder by any party to the other, may be effected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt;... mailed notices shall be deemed communicated as of five (5) days after mailing. The Employee agrees to keep the Company current as to his or her business and mailing addresses, as well as telephone, email and mobile numbers. Page 2 13. Waiver. The waiver by either party hereto of any breach of any provision of this Agreement shall not operate or be construed as a waiver or any subsequent breach by either party hereto. View More

Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient on the date of delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth on the signature pages hereto, or as subsequently modified by written notice.

Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile or by electronic mail and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by... facsimile, or when read by electronic mail (sender shall have received a "read by recipient" confirmation) in each case addressed to a party. The addresses for such communications shall be: For the Obligor: 1380 Willow Road Menlo Park, CA 94025 Attention: Stephen Moore Email: smoore@pacificbiosciences.com with a courtesy copy to: Wilson Sonsini Goodrich & Rosati, PC 650 Page Mill Road Palo Alto, CA 94304 Facsimile: 650-493-6811 Email: dpetkanics@wsgr.com Attn: Donna Petkanics For the Secured Party Deerfield Management Company 780 Third Avenue, 37th Floor New York, New York 10017 Attention: James E. Flynn Facsimile: (212) 573-8111 with a courtesy copy to: Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022-2585 Attention: Mark Fisher Facsimile: (212) 894-5877 4. General. (a) This Agreement shall bind and inure to the respective successors and assigns of the Obligor and the Secured Party, except that the Obligor may not assign or otherwise transfer all or any part of its rights under the this Agreement without the prior written consent of the Secured Party. (b) This Agreement, taken together with the other Transaction Documents, contains the entire understanding of the Parties with respect to the matters covered thereby and supersede any and all other written and oral communications, negotiations, commitments and writings with respect thereto. The provisions of this Agreement may be waived, modified, supplemented or amended only by an instrument in writing signed by the authorized officer of each Party. (c) 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 applicable to contracts made and to be performed in such State. (d) This Agreement may be executed in several counterparts, and by each party on separate counterparts, each of which and any photocopies and facsimile copies thereof shall be deemed an original, but all of which together shall constitute one and the same agreement. (e) (i) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations (other than contingent obligations not yet accrued and payable) have been paid in full. (ii) Upon any sale or other transfer by Obligor of any Collateral that is permitted under the Facility Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Facility Agreement, the security interest in such Collateral shall be automatically released. (iii) In connection with any termination or release pursuant to clause (i) or (ii) of this Section 4(e), the Lenders shall execute and deliver to the Obligor, at the Obligor's expense, all documents that the Obligor shall reasonably request to evidence such termination or release of its obligations or the Security Interests in its Collateral. (f) If any provision contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision. 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. Notice to the Depositor, to Wells Fargo Bank or to Wells Fargo Securities shall be directed to it at Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, facsimile number: (212) 214–8970 (with a copy to the attention of Jeff D. Blake, Esq., Senior... Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288); notice to Barclays Capital shall be directed to it at Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Managing Director, facsimile number: (646) 758-1700 (with a copy to Steven P. Glynn, Vice President, Legal Department, facsimile number: (212) 412-7519); and notice to Academy shall be directed to it at Academy Securities, Inc., 277 Park Avenue, 35th Floor, New York, New York 10172, Attention: Michael Boyd; or, in any case, such other address as may hereafter be furnished by the Underwriters, the Depositor or Wells Fargo Bank to the other such parties in writing. View More

Notices. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address set forth in this Agreement or by facsimile transmission. 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent... by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made. View More

Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to Morgan Stanley & Co. LLC Attn: Equity Syndicate Desk, with a copy to the Legal Department 1585 Broadway New York, NY; and Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (fax no: (212) 214-5918), with a copy to the Legal... Department, 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 350 Park Ave., 20th Floor, New York, New York 10022, Attention: General Counsel, Facsimile: 212-207-6420. 32 11. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (a "Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. View More

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day... after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent: (a) To Indemnitee at the address set forth below Indemnitee signature hereto. (b) To the Company at: Ocwen Financial Corporation 1661 Worthington Road, Suite 100 West Palm Beach, FL 33409 Attention: General Counsel or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. 12 15. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier, to the Representative c/o Piper Sandler & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, to the attention of Equity Capital Markets and separately, General Counsel (LegalCapMarkets@pjc.com); and (ii) if to the Company, shall be mailed or delivered to it at 2 Thermo Fisher Way, Oakwood Village, Ohio... 44146, Attention: General Counsel, or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More

Notices. Any notice required or permitted to be given hereunder shall be sufficient if given in writing, and sent by express delivery service, e.g. Federal Express or UPS, or by registered or certified mail, postage prepaid, addressed as follows: If to MusclePharm: If to the Resigning Director: MusclePharm Andrew J. Lupo Attn: Brad Pyatt; CEO 4721 Ironton Street; Bldg A Denver, CO 80239 47 San Marco Street Princeton Junction, NJ 08550 With a copy to: With a copy to: Sichenzia Ross Friedman Ference LLP... Lombardo Dufresne, LLP 61 Broadway, 32nd Floor denis@lombardodufresne.com New York, NY 10006 louis@lombardodufresne.com Attention : Harvey J. Kesner, Esq. Edward H. Schauder, Esq. or to such other address as the parties hereto may specify, in writing, from time to time. Written notice given as provided in this paragraph shall be deemed received by the other party two business days after the date the mail is stamped registered or certified and deposited in the mail, or deposited with an express delivery service. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005; Attention: Equity Syndicate, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005; Attention: General Counsel (fax: (646) 374-1071), and to BofA Securities, Inc., One Bryant Park, New York, New York 10036, Facsimile: (212) 230-8730,... Attention: ECM Legal, or, if sent to the Company, will be mailed, delivered or telefaxed to Fortress Value Acquisition Corp. III, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105, Attention: Alex Gillette (fax: (917) 677-8681), with a copy to the Company's counsel at Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153, Attention: Alexander Lynch. 35 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. View More