Notices Contract Clauses (104,236)

Notices. Any notice required or permitted to be given under this Agreement by any party shall be sufficiently given if delivered either (a) by electronic mail at such party's electronic email address set forth below, or (b) by nationally recognized overnight express company, at such party's physical address set forth below. All such notices and other communications shall, when mailed by means of any nationally recognized overnight express company, be effective when delivered to the notice address (as... evidenced by any signature for delivery at the notice address), or, if sent by electronic mail during the recipient's normal business hours, when such notice is sent, and if such notice is sent by electronic mail after the recipient's normal business hours, then on the next day. Either party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 11. 5 12. Amendments and Waivers. Any term of this Note (other than terms of this Note related to the payment of principal and interest under this Note) may be amended only with the written consent of the Company and holders of Senior Promissory Notes representing, in the aggregate, a majority of the then-outstanding principal amount of the Senior Promissory Notes. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon the Company, the Holder and each transferee of this Note. 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 Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD, Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, Facsimile: (646) 855 3073, Attention: Syndicate Department, with a copy to: Facsimile: (212) 230-8730, Attention: ECM Legal, Barclays Capital Inc.,... 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Fax No. : (646) 834-8133, Citigroup Global Markets Inc., 388 Greenwich Street New York, New York 10013, 27 Attention: General Counsel, fax: (212) 816-7912, and Wells Fargo Securities, LLC, fax no. : (212) 214-5918 and confirmed to Wells Fargo at 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department; or, if sent to the Company, will be mailed, delivered or telefaxed to Andrew J. Sossen, the Company's Chief Operating Officer and General Counsel at (203) 422-8192 and confirmed to him at Starwood Property Trust, Inc. at 591 West Putnam Avenue, Greenwich, Connecticut 06830, Attention: Andrew J. Sossen. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via email to the recipient. Such notices, demands and other communications will be sent to the address indicated below: To the Company: NCS... Multistage Holdings, Inc. 19450 State Highway 249, Suite 200 Houston, TX 77070 Email: ktrautner@ncsmultistage.com To: Kevin Trautner, General Counsel 10 With a copy to (which shall not constitute notice): Weil, Gotshal & Manges, LLP 100 Federal Street, Floor 34 Boston, Massachusetts 02110 Fax: 617-772-8333 Email: Marilyn.French@weil.com Attention: Marilyn French To the Employee: Wade Bitter c/o NCS Multistage, LLC 19450 State Highway 249 Houston, TX 77070 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. View More

Notices. All communications hereunder shall be in writing and effective only upon receipt and: if to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, attention: Investment Grade Syndicate Desk — 3rd Floor (facsimile: (212) 834-6081); if to BofA Securities, Inc. shall be delivered, mailed or sent to 50 Rockefeller Plaza, NY1-050-12-02, New York, New York 10020, Attention: High Grade Transaction Management/Legal, Facsimile: (646) 855-5958; if to RBC Capital Markets, LLC shall be... delivered, mailed or sent to 200 Vesey Street, New York, New York 10281, Attention: DCM Transaction Management, Facsimile: (212) 658-6137; if to SunTrust Robinson Humphrey, Inc. shall be delivered, mailed or sent to 3333 Peachtree Road NE, Atlanta, Georgia 30326, Attention: Investment Grade Debt Capital Markets, Facsimile: (404) 926-5027; and if to the Transaction Entities shall be delivered, mailed or sent to Spirit Realty Capital, Inc., 2727 North Harwood Street, Suite 300, Dallas, Texas 75201, Attention: General Counsel, with a copy to Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California 90071, Attention: Julian T.H. Kleindorfer, Esq. View More

Notices. Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, as follows: 15.1 If to the Company, to the Chief Executive Officer of the Company at the Company's headquarters, 15.2 If to Executive, to the last address that the Company has in its personnel records for Executive, or 15.3 At any... other address as any Party shall have specified by notice in writing to the other Party. View More

Notices. Any notice or request required or permitted hereunder shall be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by... electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.15. HEADINGS. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.16. MISCELLANEOUS. (a) The rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company's successors and assigns. (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award. (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. (e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.17. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for "good reason," or for a "constructive termination" or any similar term under any plan of or agreement with the Company.18. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate. View More

Notices. All notices and other communications required or permitted hereunder shall be in writing (including facsimile, telegraphic, telex or cable communication) and shall be deemed to have been duly given when delivered by hand, or mailed, certified or registered mail, return receipt requested and postage prepaid: If to the Company: Frontier Airlines, Inc. 7001 Tower Road Denver, CO 80249-7312 Attn: President and Chief Executive Officer With a copy to each member of the Company's Board of Directors If... to the Executive: Daniel M. Shurz [Address] 14. Applicable Law. This Agreement was negotiated and entered into within the State of Colorado. All matters pertaining to this Agreement shall be governed by the laws of the State of Colorado applicable to contracts made and to be performed wholly therein. Nothing in this Agreement shall be construed to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any material present or future statute, law, governmental regulation or ordinance as a result of which the parties have no legal right to contract or perform, the latter shall prevail, but in such event the provision(s) of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it or them within the legal requirements. 6 15. Entire Agreement; Modification; Consents and Waivers. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. No interpretation, change, termination or waiver of or extension of time for performance under any provision of this Agreement shall be binding upon any party unless in writing and signed by the party intended to be bound thereby. Except as otherwise provided in this Agreement, no waiver of or other failure to exercise any right under or default or extension of time for performance under any provision or this Agreement shall affect the right of any party to exercise any subsequent right under or otherwise enforce said provision or any other provision hereof or to exercise any right or remedy in the event of any other default, whether or not similar. View More

Notices. Any notice required or permitted by this Agreement shall be in writing and effectively delivered for all purposes if delivered personally, by overnight delivery service or by United States mail, certified mail, postage prepaid, return receipt requested and: If directed to Seller: Ngen Technologies USA Corp. Clifford Rhee Chairman If directed to Buyer: Greenfield Farms Food, Inc. Edward Carter Secretary All notices shall be deemed delivered upon receipt. 5 10. Survival. The representations,... warranties and covenants contained herein shall not survive the execution and delivery of this Agreement and Closing. View More

Notices. Except as otherwise specifically provided herein or in the Administrative Procedures, all statements, requests, notices and advices hereunder shall be in writing, and effective only on receipt, and will be delivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or by telecopier. Communications to the Company will be sent to 127 Public Square, Cleveland, Ohio 44114, Attention: Secretary and General Counsel (Telephone Number: 216-689-6300; Facsimile Number: 216-689-4121) with... a copy to: the Deputy General Counsel (Facsimile Number: 216-689-4121 Communications to the Agents will be sent to the notice address(es) specified on Schedule I hereto or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 11. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telecopied and confirmed to the Representatives at: Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036, Attn: Equity Syndicate Desk, with a copy to the Legal Department, and Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, NY 10010, facsimile number (212) 743-1207 or, if sent to the Company, will be mailed, delivered or telecopied and confirmed to it at Alcoa... Inc., 390 Park Avenue, New York, New York 10022-4608, Attention: Treasurer. 15 11. Successors. This Agreement will inure to the benefit of and be binding upon the Company and the Underwriters and their respective successors and the officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder. View More