Grouped Into 2,743 Collections of Similar Clauses From Business Contracts
This page contains Notices clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notices. Any notice hereunder by either party shall be given by personal delivery or by sending such notice by certified mail, return-receipt requested, or by overnight courier to the other party at its address set forth below or at such other address designated by notice in the manner provided in this section. Such notice shall be deemed to have been received upon the date of actual delivery if personally delivered, in the case of mailing, two (2) days after deposit with the U.S. mail, or, in the case... of overnight courier, on the next business day. (i) if to the Company, to: TetraLogic Pharmaceuticals Corporation 343 Phoenixville Pike Malvern, Pennsylvania 19355 Attention: Andrew Pecora, M.D., Chairman of the Board 8 with a copy to: Richard L. Sherman, Esquire General Counsel (ii) if to the Employee, to: Pete A. Meyers 13. Entire Agreement; Amendments. (a) This Agreement, the Confidentiality Agreement and the restricted stock agreement(s) and/or nonqualified stock option agreement(s) referred to herein contain the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to the employment of the Employee with the Company (including without limitation, the Confidentiality, Non-Disclosure and Non-Use Agreement between the parties dated as of August 12, 2013). (b) The Employee hereby acknowledges that (a) the sole shares, options, warrants, exit participation rights and other interests in the equity or any exit participation rights of the Employee with respect to the Company are the Options contemplated by Section 4.3 of this Agreement; and (b) the Employee has no other rights in the equity of, or to participate in the proceeds of any sale of or other transaction involving, the Company. (c) This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto. 9 14. Waiver. The waiver of the breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement.View More
Notices. Any notice hereunder by either party shall be given by personal delivery or by sending such notice by certified mail, return-receipt requested, or by overnight courier to the other party at its address set forth below or at such other address designated by notice in the manner provided in this section. Such notice shall be deemed to have been received upon the date of actual delivery if personally delivered, in the case of mailing, two (2) days after deposit with the U.S. mail, or, in the case... of overnight courier, on the next business day. (i) if to the Company, to: TetraLogic Pharmaceuticals Corporation 343 Phoenixville Pike Malvern, Pennsylvania 19355 Attention: Andrew Pecora, M.D., Chairman of the Board 8 with a copy to: Richard L. Sherman, Esquire General Counsel J. Kevin Buchi, President and CEO (ii) if to the Employee, to: Pete A. Meyers Richard L. Sherman 4429 Kaluamakua Place, PO Box 680, Kilauea, HI 95754 13. Entire Agreement; Amendments. (a) This Agreement, the Confidentiality Agreement and the restricted stock agreement(s) and/or nonqualified stock option agreement(s) referred to herein contain the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to the employment of the Employee with the Company (including without limitation, the Confidentiality, Non-Disclosure and Non-Use Agreement between the parties dated as of August 12, 2013). December 1, 2012). (b) The Employee hereby acknowledges that (a) the sole shares, options, warrants, exit participation rights and other interests in the equity or any exit participation rights of the Employee with respect to the Company are the Options contemplated by Section 4.3 of this Agreement; and (b) the Employee has no other rights in the equity of, or to participate in the proceeds of any sale of or other transaction involving, the Company. (c) This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto. 9 14. Waiver. The waiver of the breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement.View More
Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the "Business Day" (defined as a day on which banks in New York City are open) of such delivery (as evidenced by the receipt of... the personal delivery service); (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days after being mailed; (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); or (iv) if delivered by facsimile or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the address first above written. Any notice, consent, direction, approval, instruction, request or other communication given in accordance with this Section 10 shall be effective after it is received by the intended recipient.View More
Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the "Business Day" (defined as a business day on which banks in New York City are open) of such delivery (as evidenced by the... receipt of the personal delivery service); service), (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days business days after being mailed; mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); standing), or (iv) if delivered by facsimile transmission or e-mail transmission, email, on the Business Day business day of such delivery if sent by 6:00 5:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day business day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier facsimile machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), Paragraph 11), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second Business Day business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the address first above written. Any notice, consent, direction, approval, instruction, request following addresses or facsimile numbers as applicable: If to the Company, to: U.S. Energy Corp. Attn: Legal Department 877 North 8th West Riverton, WY 82501 (307) 856-9271 If to the Executive, to: David Veltri Address: 22. Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect hereto have been made by either party which are not expressly set forth in the Agreement. 17 23. Severability. The unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other communication given provision of the Agreement, which shall remain in accordance with this Section 10 shall be effective after it is received by the intended recipient. full force and effect. View More
Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the "Business Day" (defined as a day on which banks in the New York City are Stock Exchange is open) of such delivery (as... evidenced by the receipt of the personal delivery service); (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days after being mailed; (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); or (iv) if delivered by facsimile or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine). machine or e-mail log). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), 11), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second (2"d) Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the address addresses first above written. Any notice, consent, direction, approval, instruction, request or other communication given in accordance with this Section 10 11 shall be effective after it is received by the intended recipient. View More
Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the "Business Day" (defined as a day on which banks in New York City are open) of such delivery (as evidenced by the receipt of... the personal delivery service); (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days after being mailed; (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of 10 FOIA CONFIDENTIAL TREATMENT REQUEST BY HEDGEPATH PHARMACEUTICALS, INC. IRS EMPLOYER IDENTIFICATION NUMBER 30-0793665 Confidential treatment requested with respect to certain portions hereof denoted with "***" recognized standing); or (iv) if delivered by facsimile or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the address first above written. Any notice, consent, direction, approval, instruction, request or other communication given in accordance with this Section 10 shall be effective after it is received by the intended recipient. View More
Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax (212) 658-9689, Attention: Head of Equity Capital Markets, with copies to the General Counsel and Underwriter's Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial... Center, Boston, Massachusetts 02111, Attention: William Hicks, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to Guggenheim Securities, which address will be supplied to any other party hereto by Guggenheim Securities upon request; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at iCAD, Inc., 98 Spit Brook Road, Suite 100, Nashua, NH 03062, Attention: Chief Financial Officer, with a copy to its counsel at Dentons US, LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Jeffrey Baumel. Any such notices and other communications shall take effect at the time of receipt thereof.View More
Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax (212) 658-9689, Attention: Head of Equity Capital Markets, with copies to the General Counsel and Underwriter's Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial... Center, Boston, Massachusetts 02111, Attention: William Hicks, Esq. ; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at Soleno Therapeutics, Inc., 203 Redwood Shores Parkway, Suite 500, Redwood City, California 94065, Attention: Chief Financial Officer, with a copy to its counsel at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304, Attention: Elton Satusky, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to Guggenheim Securities, which address will be supplied to any other party hereto by Guggenheim Securities upon request; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at iCAD, Inc., 98 Spit Brook Road, Suite 100, Nashua, NH 03062, Attention: Chief Financial Officer, with a copy to its counsel at Dentons US, LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Jeffrey Baumel. request. Any such notices and other communications shall take effect at the time of receipt thereof. View More
Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax (212) 658-9689, Attention: Head of Equity Capital Markets, with copies to the General Counsel and Underwriter's Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial... Center, Boston, Massachusetts 02111, Attention: William Hicks, Esq. ; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at Adicet Bio, Inc., 500 Boylston Street, 13th Floor, Boston, MA 02116, Attention: Chief Financial Officer, with a copy to its counsel at Goodwin Procter, LLP, 100 Norther Avenue, Boston, MA 02210, Attention: Mitchell Bloom and Danielle Lauzon; provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to Guggenheim Securities, which address will be supplied to any other party hereto by Guggenheim Securities upon request; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at iCAD, Inc., 98 Spit Brook Road, Suite 100, Nashua, NH 03062, Attention: Chief Financial Officer, with a copy to its counsel at Dentons US, LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Jeffrey Baumel. request. Any such notices and other communications shall take effect at the time of receipt thereof. View More
Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax (212) 658-9689, Attention: Head of Equity Capital Markets, with copies to the General Counsel and Underwriter's Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial... Center, Boston, Massachusetts 02111, Attention: William Hicks, Esq. ; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at Larimar Therapeutics, Inc., Three Bala Plaza East, Suite 506, Bala Cynwyd, PA 19004, Attention: Chief Executive Officer, with a copy to its counsel at Troutman Pepper Hamilton Sanders LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19103, Attention: Rachael Bushey, Esq. and Jennifer Porter, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to Guggenheim Securities, which address will be supplied to any other party hereto by Guggenheim Securities upon request; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at iCAD, Inc., 98 Spit Brook Road, Suite 100, Nashua, NH 03062, Attention: Chief Financial Officer, with a copy to its counsel at Dentons US, LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Jeffrey Baumel. request. Any such notices and other communications shall take effect at the time of receipt thereof. View More
Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith: 4 a. Notice to the Company shall be addressed and delivered as follows: AquaMed Technologies, Inc. Attn: Fax: b. Notice to the Participant shall be addressed and delivered as... set forth on the signature page.View More
Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith: 4 a. Notice to the Company shall be addressed and delivered as follows: AquaMed Technologies, Inc. [Address] Attn: Fax: Facsimile: 6 b. Notice to the Participant shall be... addressed and delivered as set forth on the signature page. View More
Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith: 4 a. Notice to the Company shall be addressed and delivered as follows: AquaMed Technologies, MyMD Pharmaceuticals, Inc. Attn: Fax: b. Notice to the Participant shall be... addressed and delivered as set forth on the signature page. View More
Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service, mailed by first class mail, return receipt requested, or by facsimile transmission or electronic mail in .pdf format, to the recipient at the address below indicated: Notices to Employee: Brian Andrews [***] Email: brian@generalcann.com Notices to Company: General Cannabis Corp. 6565 East Evans Avenue Denver, CO 80224 Attention: Chief Executive... Officer Email: legal@generalcann.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 notices required or permitted hereunder shall be deemed given upon personal delivery to the appropriate address, or three (3) days after the date of mailing if sent by certified or registered mail, or one (1) day after the date of mailing if sent by overnight delivery service, or the day of transmission of such notice by facsimile or email if sent during normal business hours of the recipient, and if sent after normal business hours of the recipient then on the next business day. Each party may change its address, facsimile number or email address for receipt of notice by giving notice of the change to the other party.View More
Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service, mailed by first class mail, return receipt requested, or by facsimile transmission or electronic mail in .pdf format, to the recipient at the address below indicated: Notices to Employee: Brian Andrews [***] Michael Feinsod Email: brian@generalcann.com ***@*** Notices to Company: General Cannabis Corp. 6565 East Evans Avenue Denver, CO 80224... Attention: Chief Executive Financial Officer Email: legal@generalcann.com ***@*** 4 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 notices required or permitted hereunder shall be deemed given upon personal delivery to the appropriate address, or three (3) days after the date of mailing if sent by certified or registered mail, or one (1) day after the date of mailing if sent by overnight delivery service, or the day of transmission of such notice by facsimile or email if sent during normal business hours of the recipient, and if sent after normal business hours of the recipient then on the next business day. Each party may change its address, facsimile number or email address for receipt of notice by giving notice of the change to the other party. View More
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, hand delivered or telecopied and confirmed to the Representative, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 Attention: Randall J. Holder; provided, however, that any notice to an... Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied and confirmed to such Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative has been retained solely to act as an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has advised or is advising the Company on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.View More
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, hand mailed or delivered or telecopied and confirmed to the Representative, Representatives c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. NY 10010-3629, Attention: LCD-IBD; LCD-IBD, and c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036, Attention: Equity Syndicate Desk, or, if sent to the Company, will be mailed, hand mailed or delivered or telecopied... and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 16555 Spaceship Landing Way Mojave, CA 93501, Attention: Randall J. Holder; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied General Counsel.12. Counterparts and confirmed to such Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. Counterparts. Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. The words "execution," "execute", "signed," "sign," "signature," and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No that:(a)No Other Relationship. The Representative has Underwriters have been retained solely to act as an underwriter in connection with the sale of the Offered Securities Shares and that no fiduciary, advisory or agency relationship between the Company, Company or any other person, on the one hand, and the Representative, Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative any Underwriter has advised or is advising the Company on other matters; (b) Arms' and the Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement),(b)Arms' Length Negotiations. The underwriters have acted at arm's length and the price of the Offered Securities Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Representatives, and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence Agreement;19 (c)No Recommendation. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person; (d)Absence of Obligation to Disclose. The Company has been advised that the Representative each Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative each Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. and(e)Waiver. The Company waives, to the fullest extent permitted by law, any claims it they may have against the Representative Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representative Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. Company. 14 Successors. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits each inure to the non-exclusive jurisdiction benefit of and be binding upon the Federal parties hereto and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. their respective successors. View More
Notices. All communications hereunder will shall be in writing and, (i) if sent to the Underwriters, will Underwriters shall be mailed, hand delivered or telecopied telefaxed and confirmed to the Representative, Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Facsimile: (212) 325-4296, Attention: LCD-IBD; or, IB CM&A Legal, and c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, and, (ii)... if sent to the Company, will Company shall be mailed, hand delivered or telecopied telefaxed and confirmed to it the Company at 500 West Texas, 100 Centerview Drive Suite 1200, Midland, Texas 79701 300, Nashville, Tennessee 37214 , Attention: Randall J. Holder; Brian Copple; provided, however, that any notice to an any Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied telegraphed and confirmed to such Underwriter.12. Underwriter.14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, 7, and no other person will have any right or obligation hereunder.13. hereunder.15. Representation of Underwriters. The Representative Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative Representatives jointly or by Credit Suisse will be binding upon all the Underwriters.14. Underwriters.16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) 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.17. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative has Representatives have been retained solely to act as an underwriter underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has Representatives have advised or is are advising the Company on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Representatives and the Company is are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Agreement;21 (c) Absence of Obligation to Disclose. The Company has been advised that the Representative Representatives and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative has Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, waive, to the fullest extent permitted by law, any claims it they may have against the Representative Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representative Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Company.18. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, Underwriter, will be mailed, hand delivered or telecopied and confirmed to the Representative, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1200, Midland, Texas 79701 Attention: Randall J. Holder; provided, however, that any notice to...an the Underwriter pursuant to Section 8 will be mailed, hand delivered or telecopied and confirmed to such the Underwriter.12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.14. [Reserved.]14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 15. Agreement.15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:(a) No Other Relationship. The Representative Underwriter has been retained solely to act as an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Representative, Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative Underwriter has advised or is advising the Company on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company has been advised that the Representative Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. 15 17. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriter to properly identify its clients. View More
Notices. Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following... addresses (or at the other address as a Party may specify by notice to the other) to the Company, to the attention of the General Counsel at its principal executive offices, and to the Executive, at the Executive's principal residence as set forth in the employment records of the Company. 13 17. Governing Law and Choice of Forum. (a) This Agreement will be construed and enforced according to the laws of the State of New York, other than the choice of law provisions thereof. (b) To the extent not otherwise provided for by Section 12, the Parties consent to the exclusive jurisdiction of all state and federal courts located in New York County, New York, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives (i) any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than the courts described above, and covenants that it will not seek in any manner to resolve any dispute other than as set forth in this paragraph, and (ii) any and all objections either may have to venue, including the inconvenience of such forum, in any of such courts. In addition, each Party consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement.View More
Notices. Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of transmission (if sent by electronic mail, fax or other electronic means) thereof if delivery is confirmed, but, in each case, only if... addressed to the Parties in the following manner at the following addresses (or at the other address as a Party may specify by notice to the other) to the Company, to the attention of the General Counsel at its principal executive offices, and to the Executive, at the Executive's principal residence as set forth in the employment records of the Company. 13 Company: Integrated Drilling Equipment Holdings Corp. 25311 I-45 North, Woodpark Business Center, Building 6 Spring, TX 77380 Fax (281) 465-9440 Executive: James Terry 1329 Bomar Street Houston, TX 77006 17. Governing Law and Choice of Forum. (a) This Agreement will be construed and enforced according to the laws of the State of New York, Texas, other than the choice of law provisions thereof. (b) To the extent not otherwise provided for by Section 12, the Parties consent to the exclusive jurisdiction of all state and federal courts located in New York County, New York, Houston, Texas, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives (i) any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than the courts described above, and covenants that it will not seek in any manner to resolve any dispute other than as set forth in this paragraph, and (ii) any and all objections either may have to venue, including the inconvenience of such forum, in any of such courts. In addition, each Party consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement. 12 18. Validity/Severability. The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable law. View More
Notices. Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following... addresses (or at the other address as a Party may specify by notice to the other) other): If to the Company, Executive: Richard F. Latour 11 Stillbrook Lane Mansfield, Ma 02048 With copy to: Paul M. Ritter, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 10 If to the attention Company: MicroFinancial Incorporated Attention: Chairman of the General Counsel at its principal executive offices, and to the Executive, at the Executive's principal residence as set forth in the employment records of the Company. 13 17. Board 16 New England Executive Park Suite 200 Burlington, MA 01803 15. Governing Law and Choice of Forum. (a) This Agreement will be construed and enforced according to the laws of the State of New York, Massachusetts, other than the choice of law provisions thereof. (b) To the extent not otherwise provided for by Section 12, 10, the Parties consent to the exclusive jurisdiction of all state and federal courts located in New York County, New York, Boston, Massachusetts, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives (i) any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than the courts described above, and covenants that it will not seek in any manner to resolve any dispute other than as set forth in this paragraph, and (ii) any and all objections either may have to venue, including the inconvenience of such forum, in any of such courts. In addition, each Party consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement. View More
Notices. Any notice provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first business day after it is sent by air express overnight courier services, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, to the following address, as applicable: (1) If to Company, addressed to: Basic Energy Services, Inc.... Attn: President and Chief Executive Officer801 Cherry Street, Suite 2100 Fort Worth, TX 76102 (2)If to Executive, addressed to the address set forth below Executive's name on the execution page hereof; Or to such other address as either party may have furnished to the other party in writing in accordance with this Section 34.View More
Notices. Any notice provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first business day after it is sent by air express overnight courier services, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, to the following address, as applicable: (1) If 1.If to Company, addressed to: Basic Energy Services,... Inc. Attn: President and Chief Executive Officer801 Officer 801 Cherry Street, Suite 2100 Fort Worth, TX 76102 (2)If 761022.If to Executive, addressed to the address set forth below Executive's name on the execution page hereof; Or to such other address as either party may have furnished to the other party in writing in accordance with this Section 34. 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 (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Federal Street Acquisition Corp. 100 Federal Street Boston, MA 02110 Attn: Arthur McAleer, President With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Alexander D. Lynch, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. 12 22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.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 (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Federal Street Hennessy Capital Acquisition Corp. 100 Federal Street Boston, MA 02110 Attn: Arthur McAleer, President III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Attention: Daniel J. Hennessy With a copy, which shall not constitute notice, to: Weil, Gotshal to Ellenoff Grossman & Manges Schole LLP 767 Fifth 1345 Avenue of the Americas New York, NY 10153 New York 10105 Attn: Alexander D. Lynch, Stuart Neuhauser, Esq. Fax No. : (212) 370-7889 or to any other address as may have been furnished to Indemnitee in writing by the Company. 12 22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 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 (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Federal Street Osprey Energy Acquisition Corp. 100 Federal Street Boston, MA 02110 Attn: Arthur McAleer, President 1845 Walnut Street, 10th Floor Philadelphia, PA 19103 Attention: Jeffrey Brotman With a copy, which shall not constitute notice, to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 to Ledgewood PC 2001 Market Street, Suite 3400 Philadelphia, PA 19103 Attn: Alexander D. Lynch, Mark Rosenstein, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. 12 22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 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 (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Federal Street Acquisition Corp. 100 Federal Street Boston, MA 02110 GigCapital, Inc. 4 Palo Alto Square, Suite 232 3000 El Camino Real Palo Alto, CA 94306 Attn: Arthur McAleer, President Dr. Avi S. Katz With a copy, which shall not constitute notice, to: Weil, Gotshal to Crowell & Manges Moring LLP 767 Fifth Avenue New York, NY 10153 3 Embarcadero Center, 26th Floor San Francisco, CA 94111 Attn: Alexander D. Lynch, Jeffrey C. Selman, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. 12 14 22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. View More
Notices. Except as otherwise provided in this Agreement, all notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Merrill Lynch, Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Fax No. : (212) 449-0355 Attention: Charles Hill with a copy to, McDermott Will & Emery LLP 340 Madison Ave New York,... New York 10173-1922 Facsimile: (212) 547-5444 Attention: Stephen E. Older Andrew T. Turney 31 sent to the Company, American Realty Capital Properties, Inc. 405 Park Avenue New York, NY 10022 Fax No. : (212) 421-5799 Attention: Edward M. Weil, Jr. with copies to, Proskauer Rose LLP Eleven Times Square New York, NY 10036 Fax: 212-969-2900 Attention: Peter M. Fass, Esq. sent to the Operating Partnership, ARC Properties Operating Partnership, L.P. 405 Park Avenue New York, NY 10022 Fax No. : (212) 421-5799 Attention: Edward M. Weil, Jr. with copies to, Proskauer Rose LLP Eleven Times Square New York, NY 10036 Fax: 212-969-2900 Attention: Peter M. Fass, Esq. 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 facsimile transmission (with an original to follow) 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). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.View More
Notices. Except as otherwise provided in this Agreement, all notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Merrill Lynch, Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 JMP Securities, JMP Securities LLC 600 Montgomery Street, 11th Floor San Francisco, CA 94111 Fax No. : (212) 449-0355 (415) 835-8920 Attention: Charles Hill Anthony Wayne with a copy to, McDermott Will & Emery LLP 340 Madison Ave New York, New York 10173-1922 Facsimile: (212) 547-5444 Attention: Stephen E. Older Andrew T. Turney 31 sent to the Company, American Realty Capital Properties, Inc. 405 Park Avenue New York, NY 10022 Fax No. : (212) 421-5799 Attention: Edward M. Weil, Jr. 31 with copies to, Proskauer Rose LLP Eleven Times Square New York, NY 10036 Fax: 212-969-2900 Attention: Peter M. Fass, Esq. sent to the Operating Partnership, ARC Properties Operating Partnership, L.P. 405 Park Avenue New York, NY 10022 Fax No. : (212) 421-5799 Attention: Edward M. Weil, Jr. with copies to, Proskauer Rose LLP Eleven Times Square New York, NY 10036 Fax: 212-969-2900 Attention: Peter M. Fass, Esq. 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 facsimile transmission (with an original to follow) 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). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
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