Notices Contract Clauses (104,236)

Notices. Notices given pursuant to this Agreement will be effective only if in writing and delivered (i) in person, (ii) by courier, (iii) by reputable overnight courier guaranteeing next business day delivery, (iv) by email, or (v) by United States certified mail, return receipt requested. All notices will be directed to the other party at its address provided below or such other address as either party may designate by notice given in accordance with this Section 17. Notices will be effective (i) in... the case of personal delivery or courier delivery, on the date of delivery, (ii) if by overnight courier, one (1) business day after deposit with all delivery charges prepaid, (iii) in the case of certified mail, the earlier of the date receipt is acknowledged on the return receipt for such notice or five (5) business days after the date of posting by the United States Post Office, and (iv) in the case of email, when send by email on a business day prior to 5:00 P.M. CT, with a receipt requested and a copy sent by one of the other notice methods. The notice addresses for Seller and Purchaser are as follows: If to Seller:The Dallas Morning News, Inc. 1954 Commerce Street Dallas, Texas 75201 Attention: General Counsel Clarkin@ahbelo.com  12 With a copy to:Locke Lord LLP 2200 Ross Avenue, 28th Floor Dallas, Texas 75201 Attn: Vicky Gunning vgunning@lockelord.com  If to Purchaser:Charter DMN Holdings, LP 47 Highland Park Village, Suite 200 Dallas, Texas 75205 Attn: Ray Washburne ray@washburne.com  With a copy to:Munsch Hardt Kopf & Harr, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 Attn: William T. Cavanaugh, Jr. ccavanaugh@munsch.com  18. General Provisions. No failure of either party to exercise any right given in this Agreement or to insist upon strict compliance with any obligation in this Agreement, and no custom or practice at variance with the terms of this Agreement, will constitute a waiver of either party's right to demand exact compliance with this Agreement. The parties may waive any provision of this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. This Agreement contains the entire agreement of the parties to this Agreement, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Agreement will be of any force or effect. Any amendment to this Agreement will be binding on Seller and Purchaser only if the amendment is in writing and executed by both Seller and Purchaser. The provisions of this Agreement will be for the benefit of and be binding upon Seller and Purchaser and their respective heirs, administrators, executors, personal representatives, successors and assigns. Time is of the essence of this Agreement. This Agreement and all amendments will be governed by and construed under the laws of the state in which the Land is located. This Agreement may be executed in multiple counterparts, each of which will constitute an original, but all of which taken together will constitute one and the same agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, will include all genders, the singular will include the plural and vice versa. The headings inserted at the beginning of each section are for convenience only, and do not add to or subtract from the meaning of the contents of each section. All exhibits attached to this Agreement are incorporated by reference into this Agreement. View More

Notices. Any notice, demand, request, consent or approval that either party desires or is required to give to the other party under this Lease shall be in writing and shall be served personally, delivered by messenger or courier service, or sent by U.S. certified mail, return receipt requested, postage prepaid, addressed to the other party at the party's address for notices set forth in the Basic Lease Information. Any notice required pursuant to any Laws may be incorporated into, given concurrently... with or given separately from any notice required under this Lease. Notices shall be deemed to have been given and be effective on the earlier of (a) receipt (or refusal of delivery or receipt); or (b) one (1) day after acceptance by the independent service for delivery, if sent by independent messenger or courier service, or three (3) days after mailing if sent by mail in accordance with this Section. Either party may change its address for notices hereunder, effective fifteen (15) days after notice to the other party complying with this Section. If Tenant sublets the Premises, notices from Landlord shall be effective on the subtenant when given to Tenant pursuant to this Section. -36- 23. ATTORNEYS' FEES. In the event of any dispute between Landlord and Tenant in any way related to this Lease, and whether involving contract and/or tort claims, the non-prevailing party shall pay to the prevailing party all reasonable attorneys' fees and costs and expenses of any type, without restriction by statute, court rule or otherwise, incurred by the prevailing party in connection with any action or proceeding (including any appeal and the enforcement of any judgment or award), whether or not the dispute is litigated or prosecuted to final judgment (collectively, "Fees"). The "prevailing party" shall be determined based upon an assessment of which party's major arguments or positions taken in the action or proceeding could fairly be said to have prevailed (whether by compromise, settlement, abandonment by the other party of its claim or defense, final decision, after any appeals, or otherwise) over the other party's major arguments or positions on major disputed issues. Any Fees incurred in enforcing a judgment shall be recoverable separately from any other amount included in the judgment and shall survive and not be merged in the judgment. View More

Notices. All notices and other communications hereunder shall be in writing (including email or similar writing) and must be given: (a) If to Parent, to: MYnd Analytics, Inc. 26522 La Alameda, Suite 290 Mission Viejo, CA 92691 Attention: Patrick Herguth Email: pherguth@myndanalytics.com (b) If to Stockholder, to the address set forth on Schedule I hereto. or such other physical address or email address as a party may hereafter specify for the purpose by notice to the other parties hereto. Each notice,... consent, waiver or other communication under this Agreement will be effective only (i) if given by email, when the email is transmitted to the email address specified in this Section 7 or (ii) if given by overnight courier or personal delivery when delivered at the physical address specified in this Section 7. View More

Notices. All notices or communications hereunder shall be in writing, addressed as follows: To the Company: General Counsel Rentech, Inc. 10877 Wilshire Blvd., 10th Floor Los Angeles, CA 90024 To Executive: Jeffrey Spain Address on file with the Company 6 Or to the address on file in the permanent records of the Company at the time of the notice. In the event the Company shall relocate its executive offices, the then-effective address shall be substituted for that set forth above. All notices hereunder... shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt; or (ii) if sent by electronic mail or facsimile, upon confirmation of receipt by the sender of such transmission. View More

Notices. Any notice provided for in this Agreement must be in writing and sent to the recipients at the address indicated below: If to Executive: Kenneth Winemaster KWinemaster@psiengines.com If to the Company: Power Solutions International, Inc. 201 Mittel Drive Wood Dale, IL 60191 Attn: William Executive wbuzogany@psiengines.com 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. Any notice under this... Agreement shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States, return receipt requested, upon actual receipt; (b) if sent by reputable overnight air courier (such as DHL or Federal Express), two business days after being so sent; or (c) if by electronic mail or otherwise actually personally delivered, when so delivered. View More

Notices. All notices, requests, demands, claims, consents and other communications that are required or otherwise delivered hereunder shall be in writing and shall be deemed to have been duly given if (a) personally delivered, (b) sent by nationally recognized overnight courier, (c) mailed by registered or certified mail with postage prepaid, return receipt requested, or (d) transmitted by email, to the parties hereto at the following addresses (or at such other address for a party as shall be specified... by like notice): if to Employer, to: Histogen Inc. 10655 Sorrento Valley Road San Diego, California 92121 Attention: HR Department Email: With a copy to (which will not constitute notice): Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 Attention: Will Chuchawat Email: ***@*** if to Employee, to such address as set forth in Employer's records, or to such other address as the party to whom such notice or other communication is to be given may have furnished to each other party in writing in accordance herewith. Any such notice or communication shall be deemed to have been received (i) when delivered, if personally delivered, (ii) when sent, if sent by e-mail during normal business hours on a business day (or, if not sent during normal business hours on a business day, on the next business day after the date sent by facsimile), (iii) on the next business day after dispatch, if sent by nationally recognized, overnight courier guaranteeing next business day delivery, and (iv) on the fifth business day following the date on which the piece of mail containing such communication is posted, if sent by mail. View More

Notices. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be... in writing, and if to the Underwriters shall be delivered or sent by mail, overnight courier, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, overnight courier, telex or facsimile transmission to the agent for service of process set forth in the Registration Statement, with a copy thereof (which copy shall not constitute notice to the Company) sent by facsimile transmission to Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York 10020, facsimile number (212) 262-1910, Attention: John P. Berkery, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 9(c) (Indemnification) hereof shall be delivered or sent by mail, e-mail or facsimile transmission to such Underwriter at its address or e-mail address set forth in its Underwriters' Questionnaire which address or e-mail address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 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, or by email addressed as follows: If to the Company: Spero Therapeutics, Inc. 675 Massachusetts Avenue Cambridge, MA 02139 Attention: Chief Financial Officer If to the Participant at the address set forth on the Stock Option Grant Notice or such address as the Company may then have in its records for the... Participant 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 upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. 10 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its internal principles governing the conflict of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts and agree that such litigation shall be conducted in the state courts of Suffolk County, Massachusetts or the federal courts of the United States for the District of Massachusetts. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business day after the date on which it is so mailed, (c) one business day after the business day of deposit with a nationally... recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on the same day as delivered by confirmed facsimile transmission if delivered during business hours or on the next successive business day if delivered by confirmed facsimile transmission after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above. View More

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows: To Employer: c/o Intrawest Resorts Holdings, Inc. 1621 18th Street, Suite 300 Denver, CO 80202 Attention: Chief General Counsel To Executive: William A. Jensen At address currently on the Corporation's records 11.... Governing Law. This Agreement will be governed by and construed and enforced according to the laws of the State of Colorado, without regard to conflicts of laws principles thereof. View More