Notices Contract Clauses (45,195)

Notices. Any notices to be given to the Parties in terms of this Agreement shall be in writing and delivered by hand during ordinary business hours or sent by email during normal business hours to the addresses mentioned hereunder, which respective addresses the parties choose as their domicile addresses for the delivery or service of all notices, communications or legal processes arising out of this Agreement: Company: Leatt Corporation c/o Two Eleven Distribution LLC 26475 Summit Circle, Santa Clarita ...California 91350, United States of America Email: lara@leatt.com Consultant: Innovate Services Limited c/o Dale International Trust Company (Seychelles) Orion Complex, Room 107, Victoria, Mahé, Seychelles Emails: consulting@ivsl.mu and Shazaad@lcabelheim.com or such other address as either party may choose by written notice to the other from time to time. 13.2. Every notice shall be deemed to have been properly given: 13.2.1. if delivered by hand, on the date of delivery; 13.2.2. if sent to a party at its email address, (in the absence of proof to the contrary) on the date of transmission where it is transmitted during normal business hours of the receiving instrument, and on the next business day where it is transmitted outside those business hours, in either event provided that it has been confirmed by registered letter posted no later than the business day immediately following the date of transmission. 12 | P a g e 14. TERMINATION 14.1. Every party shall have the right to terminate this Agreement upon 6 months' prior written notice served on the other party. 14.2. The Agreement shall terminate immediately without notice upon material breach of this Agreement by any of the Parties. For the avoidance of doubt, the Agreement shall be terminated immediately without notice if at any time the Services performed by the Consultant hereunder cease to be performed by Dr. Christopher Leatt as contemplated herein. 14.3. Termination of this Agreement for whatsoever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of the termination thereof and, in particular but without limitation, the right to recover damages against the other. 14.4. The invalidity or nullity of any one of the provisions of this Agreement shall not result in any of the other provisions of this Agreement being invalidated or rendered void. 14.5. The obligations of confidentiality by the Parties and fees and commissions accrued prior to termination by the Parties under this Agreement shall survive the expiry or the termination of this Agreement, except in connection with the Company's disclosure obligations as a U.S. public reporting company. 14.6. Upon completion of the Services to be provided under this Agreement, or upon termination of this Agreement, the Consultant shall deliver to the Company, as applicable, all papers and other materials belonging to the Company and any materials produced during the course of delivery of the Services; 14.7. All Intellectual Property developed or received during the term of this Agreement shall be transferred and remitted to the Company as provided at Clause 5.11 of this Agreement. 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 the Representatives at (a) Goldman, Sachs & Co., Attention: Registration Department, 200 West Street, New York, New York 10282, facsimile: 212-902-9316; (b) J.P. Morgan Securities LLC, 383 Madison Avenue, 4th Floor, New York, New York 10179, Attention: Equity Syndicate Desk, facsimile: 212-622-8358; (c) Citigroup Global Markets Inc., General Counsel (f...ax no. : (212) 816-7912)) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel and (d) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and if to the Company shall be delivered, mailed or sent to SYNCHRONY FINANCIAL, 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Jonathan S. Mothner, Esq. 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 facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below: To the Sellers: At... the address listed for each Seller on Schedule I hereto. With a copy to (which shall not constitute notice) Paul, Weiss, Rifkind, Wharton and Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Ken Schneider Email: Kschneider@paulweiss.com To the Company: Berry Petroleum Corporation 5201 Truxtun Ave., 6 Bakersfield, California 93309 Attention: Kendrick F. Royer Executive Vice President, General Counsel and Corporate Secretary E-mail: kroyer@bry.com with a copy to (which shall not constitute notice): Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, TX 77002 Attention: Douglas E. McWilliams; Sarah K. Morgan E-mail: dmcwilliams@velaw.com; smorgan@velaw.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. View More

Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or via email addressed as follows: If to Executive: Chia-Lin Simmons 788 Country Club Drive Moraga, CA 94556 ***@*** If to the Company: LogicMark, Inc. Attention : Chief Financial Officer 2801 Diode Lane Louisville, KY 40299 ***@*** Such notices or other communications shall be effective upon the earlier of delivery or three days after they have be...en mailed using overnight delivery as provided above. 19. Arbitration. 19.1 Executive and the Company voluntarily agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Agreement or Executive's employment with or separation from the Company, will be settled by final and binding arbitration by a single arbitrator, with experience in employment matters, to be held in San Francisco, California, in accordance with the rules governing employment disputes of JAMS then in effect; provided, however that the California Code of Civil Procedure shall govern procedural aspects of the arbitration. 19.2 Notwithstanding anything to the contrary in the JAMS rules, the arbitration shall include a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based. Consistent with applicable law, Executive and the Company shall each bear their own costs and attorneys' fees incurred in conducting the arbitration and, except in such disputes where Executive asserts a claim otherwise under a state or federal statute prohibiting discrimination in employment ("Statutory Discrimination Claim"), Company shall pay all fees unique to arbitration (e.g., arbitrator fee and associated costs). In disputes where Executive asserts a Statutory Discrimination Claim against the Company, Executive shall be required to pay only the JAMS filing fee to the extent such filing fee does not exceed the fee to file a complaint in state or federal court. The Company shall pay the balance of the arbitrator's fees and administrative costs. 19.3 The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. The prevailing party in the arbitration, as determined by the arbitrator, shall be entitled to recover reasonable attorneys' fees and costs, to the full extent permitted under the law. In disputes where Executive asserts a Statutory Discrimination Claim, reasonable attorneys' fees and costs shall be awarded by the arbitrator, based on the same standard as such fees would be awarded if the Statutory Discrimination Claim had been asserted in state or federal court. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. View More

Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by facsimile or e-mail properly addressed (with written acknowledgment from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or... agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing: (a) If to the Borrower: 1441 Broadway, Suite #5116 New York, NY 10018 Attention: Alf Poor E-mail: apoor@ideanomics.com With a copy to: pwhittendoolin@ideanomics.com (b) If to the Noteholder: c/o Skoller Law LLC 325 Tillou Rd. South Orange, New Jersey 07079 Attention: Stephen Skoller Facsimile: 973-763-4057 E-mail: stephen@skollerlaw.com 11. Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York. 4 12. Disputes. (a) Submission to Jurisdiction. (i) The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought in the courts of the State of New York sitting in New York County, and in the United States District Court for the Southern District of New York, and (B) submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (ii) Nothing in this Section 11(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against the Borrower or its properties in the courts of any other jurisdiction. (iii) Nothing in this Section 11(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction. (b) Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 12(a), and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court. (c) Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. 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 and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk; c/o SVB Leerink LLC, 1301 Avenue of the Americas, 12th Floor, New York, New York 10019, Attention: Stuart R.... Nayman; and c/o Evercore Group L.L.C. at 55 East 52nd Street, New York, New York 10055, Attention: Ken Masotti, email address: masotti@evercore.com. Notices to the Company shall be given to it at Mirum Pharmaceuticals, Inc., will be mailed, delivered or telefaxed to 950 Tower Lane, Suite 1050, Foster City, California 94404, facsimile number: +1 (650) 412-2400, Attention: President and Chief Executive Officer. View More

Notices. All notices (including, without limitation, any notice of termination or breach) and other communications from any Party hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service or messenger; registered, certified or overnight mail; e-mail, or facsimile to the other Parties at the applicable addresses below, or such other addresses as may be furnished hereafter by notice in writing. Any notice of termination or breach shall be delivered... to all other Parties. (a) If to any Stone Party: Stone Energy Corporation 625 East Kaliste Saloom Rd. Lafayette, LA 70508 Attn: Lisa S. Jaubert and Kenneth H. Beer Phone: (337) 521-2278 Fax: (337) 521-9916 E-mail: JaubertLS@StoneEnergy.com; and BeerKH@StoneEnergy.com. 20 with a copy to: Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Attn: David S. Heller; Josef S. Athanas, Caroline A. Reckler, and Matthew L. Warren Phone: (312) 876-7700 Fax: (312) 993-9767 E-mail: david.heller@lw.com, josef.athanas@lw.com, caroline.reckler@lw.com, and matthew.warren@lw.com -and- Andrews Kurth LLP 600 Travis, Suite 4200 Houston, TX 77002 Attn: Robin Russell Phone: (713) 220-4086 Fax: (713) 238.7192 E-mail: rrussell@andrewskurth.com (b) If to any Consenting Noteholder: To the notice address provided on Annex A. with a copy to: Akin Gump Strauss Hauer & Feld LLP One Bryan Park Bank of America Tower New York, NY 10036-6745 Attn: Michael S. Stamer, Meredith Lahaie, and Stephen B. Kuhn. Phone: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com, mlahaie@akingump.com, and skuhn@akingump.com. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or sent by reputable international overnight courier, addressed, if to Executive, to the address inserted below Executive's signature on the final page hereof and, if to the Company, to the address set forth below (with required copy), or to such other address as either party may have furnished to the other i...n writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: 8 To the Company: Response Genetics, Inc. 1640 Marengo St., 6th Floor Los Angeles, California 90033 Attention: General Counsel 11. Entire Agreement; Modification. Except as specifically provided herein, this Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by any party; provided, however, that any equity award agreements or proprietary information agreements previously signed by Executive remain in full force and effect. This Agreement may only be modified in a writing signed by Executive and a duly authorized officer of the Company. View More

Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, by certified or registered mail or by use of an independent third party commercial delivery service for same day or next day delivery and providing a signed receipt to the address set forth above or to such other address as either party shall have previously specified in writing to the other. Notice ...by mail shall be deemed effective on the second business day after its deposit with the United States Postal Service, notice by same day courier service shall be deemed effective on the day of deposit with the delivery service and notice by next day delivery service shall be deemed effective on the day following the deposit with the delivery service. View More

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representative: Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Facsimile: (212) 829-4708 Attention: General Counsel with a copy to: Duane Morris LLP 1540 Broadway New York, NY 10036 Attention: James T. Seery Email: jtseery@duanemorris.com If to the Company: PAVmed Inc. One Grand Central Place, Suite 4600 New York, New York 10165 ...Attention: Lishan Aklog, M.D. Email: la@pavmed.com -37- with a copy to: Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 Attention: David Alan Miller, Eric Schwartz Email:dmiller@graubard.com, eschwartz@graubard.com Each 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. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable electronic transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). View More