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. All communications hereunder will be in writing and effective only on receipt, and, will be mailed, delivered or either telegraphed or transmitted by telecopier and confirmed to them at the following addresses: (a) if sent to the Underwriters, (i) in the case of DBSI, to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to cmbs.requests@db.com, with a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New... York, New York 10281, Attention: Anna Glick, Esq., (ii) in the case of CGMI, to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, Facsimile: (212) 723-8599, and Citigroup Global Markets Inc., 388 Greenwich Street, 19th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile: (646) 328-2943, with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com, (iii) in the case of JPMS, to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: SPG Syndicate, Email: ABS_Synd@jpmorgan.com, with a copy to J.P. Morgan Securities LLC, 383 Madison Avenue, 32nd Floor, New York, New York 10179, Attention: Bianca A. Russo, Esq., Email: US_CMBS_Notice@jpmorgan.com, and (iv) in the case of Academy, to Academy Securities, Inc., 277 Park Avenue, New York, New York, Attention: Michael Boyd, Chief Compliance Officer, Facsimile: (646) 736-3995; (b) if sent to the Company, to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to cmbs.requests@db.com; or (c) as to any party hereto, to such other address as may hereafter be furnished by such party to the others in writing.View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, will be mailed, delivered or either telegraphed or transmitted by telecopier and confirmed to them at the following addresses: (a) if sent to the Underwriters, (i) in the case of DBSI, to cmbs.requests@db.com, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to cmbs.requests@db.com, with a copy to Cadwalader, Wickersham... & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Anna Glick, Esq., (ii) in the case of CGMI, to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, Facsimile: (212) 723-8599, and Citigroup Global Markets Inc., 388 Greenwich Street, 19th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile: (646) 328-2943, with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com, (iii) in the case of JPMS, to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: SPG Syndicate, Email: email: ABS_Synd@jpmorgan.com, with a copy to J.P. Morgan Securities LLC, 383 Madison Avenue, 32nd 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention: SPG Legal, email: US_CMBS_Notice@jpmorgan.com, (iii) in the case of CGMI, to (A) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10179, 10013, Attention: Bianca A. Russo, Esq., Email: US_CMBS_Notice@jpmorgan.com, Raul Orozco, facsimile: (347) 394-0898, and (B) Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O'Connor, facsimile: (646) 862-8988, and with electronic copies emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com, (iv) in the case of GS&Co., to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com and gs-refgsecuritization@gs.com, with a copy to Joe Osborne, email: joe.osborne@gs.com and gs-refgsecuritization@gs.com; (v) in the case of Academy, to Academy Securities, Inc., 277 Park Avenue, 140 East 45th Street, New York, New York, York 10017, Attention: Michael Boyd, Chief Compliance Officer, Facsimile: e-mail: cmbs@academysecurities.com, facsimile: (646) 736-3995; and (vi) in the case of Drexel, to Drexel Hamilton, LLC, 77 Water Street, New York, New York, 10005, Attention: Alex Kim, e-mail: akim@drexelhamilton.com, (b) if sent to the Company, to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, 31 Attention: Lainie Kaye, with a copy by electronic mail to cmbs.requests@db.com; or (c) as to any party hereto, to such other address as may hereafter be furnished by such party to the others in writing. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, will be mailed, delivered or either telegraphed or transmitted by telecopier and confirmed to them at the following addresses: (a) if sent to the Underwriters, (i) in the case of DBSI, to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail (ii) in the case of Jefferies, to cmbs.requests@db.com, with a copy to Cadwalader, Wickersham &... Taft LLP, 200 Liberty Street, Jefferies LLC, 520 Madison Avenue, New York, New York 10281, 10022, Attention: Anna Glick, Esq., (ii) Mark Bower, (iii) in the case of of Academy, to Academy Securities, Inc., 277 Park Avenue, New York, New York 10172, Attention: Michael Boyd, Chief Compliance Officer, facsimile number: (646) 736-3995, and (iv) in the case of CGMI, to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, Facsimile: (212) 723-8599, and Citigroup Global Markets Inc., 388 Greenwich Street, 19th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile: (646) 328-2943, with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com, (iii) in the case of JPMS, to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: SPG Syndicate, Email: ABS_Synd@jpmorgan.com, with a copy to J.P. Morgan Securities LLC, 383 Madison Avenue, 32nd Floor, New York, New York 10179, Attention: Bianca A. Russo, Esq., Email: US_CMBS_Notice@jpmorgan.com, and (iv) in the case of Academy, to Academy Securities, Inc., 277 Park Avenue, New York, New York, Attention: Michael Boyd, Chief Compliance Officer, Facsimile: (646) 736-3995; ryan.m.oconnor@citi.com; (b) if sent to the Company, to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with electronic copies emailed to cmbs.requests@db.com, with a copy by electronic mail to cmbs.requests@db.com; Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Anna Glick, Esq. ; or (c) as to any party hereto, to such other address as may hereafter be furnished by such party to the others in writing. 31 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 8 hereof and their successors and assigns, and no other person will have any right or obligation hereunder. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, will be mailed, delivered or either telegraphed or transmitted by telecopier and confirmed to them at the following addresses: (a) if sent to the Underwriters, (i) in the case of DBSI, to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com, with a copy to Cadwalader, Wickersham & Taft... LLP, 200 Liberty Street, New York, New York 10281, Attention: Anna Glick, Esq., (ii) in the case of CGMI, to (A) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, Facsimile: facsimile: (212) 723-8599, and (B) Citigroup Global Markets Inc., 388 390 Greenwich Street, 19th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile: facsimile: (646) 328-2943, and (C) Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O'Connor, facsimile: (646) 862-8988, with an electronic copy copies emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O'Connor at ryan.m.oconnor@citi.com, and (iii) in the case of JPMS, to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: SPG Syndicate, Email: ABS_Synd@jpmorgan.com, with a copy to J.P. Morgan Securities LLC, 383 Madison Avenue, 32nd Floor, New York, New York 10179, Attention: Bianca A. Russo, Esq., Email: US_CMBS_Notice@jpmorgan.com, and (iv) in the case of Academy, to Academy Securities, Inc., 277 Park Avenue, 35th Floor, New York, New York, York 10172, Attention: Michael Boyd, Chief 31 Compliance Officer, Facsimile: email: cmbs@academysecurities.com, facsimile: (646) 736-3995; (b) if sent to the Company, to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to cmbs.requests@db.com; or (c) as to any party hereto, to such other address as may hereafter be furnished by such party to the others in writing. View More
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Underwriters, c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: (646) 291-1469); c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; or, if sent to the Company, will be mailed or delivered and confirmed to it at Carrizo Oil & Gas, Inc., 500... Dallas Street, Suite 2300, Houston, TX 77002, Attention: Gerald A. Morton, General Counsel, with a copy (which shall not constitute notice) to Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002, Facsimile: (713) 229-7778, Attention: Gene J. Oshman.View More
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed mailed, delivered or delivered faxed and confirmed to the Underwriters, c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: (646) 291-1469); c/o Goldman Counsel; Goldman, Sachs & Co. LLC, Co., 200 West Street, New York, New York 10282, Attention: Registration Department; or, if sent to the Company, will be mailed or mailed, delivered... and confirmed to it at Carrizo Oil & Gas, Inc., 500 Dallas Street, Suite 2300, Houston, TX 77002, Attention: Gerald A. Morton, General Counsel, with a copy (which shall not constitute notice) to Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Louisiana, Houston, Texas 77002, Facsimile: (713) 229-7778, Attention: Gene J. Oshman. View More
Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a reputable commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate... in writing: If to the Company: EVO Transportation & Energy Services, Inc. 8285 West Lake Pleasant Parkway Peoria, AZ 85382 Attention: John P. Yeros 12 If to Executive: 1230 McCarter Hwy. Newark, NJ 07104 Email: ***@*** 14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.View More
Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a reputable commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate... in writing: If to the Company: EVO Transportation & Energy Services, Inc. 8285 West Lake Pleasant Parkway Peoria, AZ 85382 Attention: John P. Yeros 12 If to Executive: 1230 McCarter Hwy. Newark, NJ 07104 Email: ***@*** John Sheehy PO BOX 35 Waterloo, WI 53594 14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. View More
Notices. All notices made pursuant to this Agreement, shall be given in writing, delivered by a generally recognized overnight express delivery service, and shall be made to the following addresses, or such other addresses as the Parties may later designate in writing: If to the Company: Aspira Women's Health Inc. 12117 Bee Caves Road, Building Three, Suite 100 Austin, Texas, 78738 If to Executive: Minh Merchant [omitted] [omitted] 22. Expense Reimbursement. The Company shall promptly reimburse... Executive reasonable business expenses incurred by Executive in furtherance of or in connection with the performance of Executive's duties hereunder, including expenditures for travel, in accordance with the Company's expense reimbursement policy as in effect from time to time; provided that any and all reimbursements hereunder shall be requested and made within one year after being incurred.View More
Notices. All notices made pursuant to this Agreement, shall be given in writing, delivered by a generally recognized overnight express delivery service, and shall be made to the following addresses, or such other addresses as the Parties may later designate in writing: If to the Company: Aspira Women's Health Inc. 12117 Bee Caves Road, Road Building Three, Suite 100 Austin, Texas, TX 78738 Cc: ***@*** If to Executive: Minh Merchant Valerie B. Palmieri [omitted] [omitted] 22. 23. Expense Reimbursement.... The Company shall promptly reimburse Executive for reasonable and actual business expenses incurred by Executive in furtherance of or in connection with the performance of Executive's duties hereunder, including expenditures for travel, in accordance with the Company's expense reimbursement policy as in effect from time to time; provided that any and all reimbursements hereunder shall be requested timely, and made preferably within 30 days of being incurred, and no later than within one (1) year after being incurred. In addition, the Company shall reimburse Executive for her legal fees and expenses incurred related to the negotiation of this Agreement up to a maximum amount of $5,000, which shall be payable within 30 days following Executive's submission of appropriate documentation substantiating the expense. View More
Notices. Any notice under this Agreement shall be in writing and sent by facsimile, confirmed by telephonic communication, or addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party it is agreed that the address of the Company and the Administrative Agent for this purpose shall be as set forth on Annex A to the LSA, and the address of the Collateral Manager for this purpose... shall be: FS INVESTMENT CORPORATION III 201 Rouse Boulevard Philadelphia, PA 19112 Attention: Gerald F. Stahlecker Telephone: (215) 495-1169 Facsimile: (215) 222-4649 Electronic Mail: jerry.stahlecker@franklinsquare.com All notices are to be effective in accordance with Section 12.02 of the LSA.View More
Notices. Any notice under this Agreement shall be in writing and sent by facsimile, confirmed by telephonic communication, or addressed and delivered or mailed postage paid to the 22 other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party it is agreed that the address of the Company and the Administrative Agent for this purpose shall be as set forth on Annex A to the LSA, and the address of the Collateral Manager for this... purpose shall be: FS INVESTMENT CORPORATION III 201 Rouse Boulevard Investment Corporation II Cira Centre 2929 Arch Street, Suite 675 Philadelphia, PA 19112 Pennsylvania 19104 Attention: Gerald F. Stahlecker Telephone: (215) 495-1169 Facsimile: (215) 222-4649 Electronic Mail: jerry.stahlecker@franklinsquare.com All notices are to be effective in accordance with Section 12.02 of the LSA. View More
Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to the Shareholder at the address last appearing on the books and records of the Company.
Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at respective party as its principal offices and to the Shareholder at the address last appearing on the books and records of the Company. set forth earlier in... this Agreement. View More
Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to the Shareholder at the address last appearing on respective addresses furnished to the books and records of the Company. Company by Shareholder.
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Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to the Shareholder at the address last appearing on respective addresses furnished to the books and records of the Company. Company by Shareholder.
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Notices. All notices or other communications given or made hereunder shall be in writing and shall be mailed by certified mail, delivered by professional courier or hand, or transmitted via email or facsimile, to such party's address as set forth in the Warrant Register, or such other address as the Holder or the Company shall notify the other in writing as above provided. Any notice sent in accordance with this section shall be effective on the date three days after the date of mailing or, if delivered... by hand or professional courier, or transmitted via email or facsimile with delivery receipt (or acknowledgement or confirmation which may be by electronic means), on the date of delivery, provided, however, that notices to the Company will be effective upon receipt.View More
Notices. All notices or other communications given or made hereunder shall be in writing and shall be mailed by certified mail, delivered by professional courier or hand, or transmitted via email or facsimile, to such party's address as set forth in the Warrant Register, or such other address as the Holder or the Company shall notify the other in writing as above provided. Any notice sent in accordance with this section shall be effective on the date three days after the date of mailing or, if delivered... by hand or professional courier, or transmitted via email or facsimile with delivery receipt (or acknowledgement or confirmation which may be by electronic means), on the date of delivery, provided, however, that notices to the Company will be effective upon receipt. 10 13. SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. View More
Notices. All notices or other communications given or made hereunder shall be in writing and shall be mailed by certified mail, delivered by professional courier or hand, or transmitted via email or facsimile, to such party's address as set forth in the Warrant Register, or such other address as the Holder or the Company shall notify the other in writing as above provided. Any notice sent in accordance with this section shall be effective on the date three days after the date of mailing or, if delivered... by hand or professional courier, or transmitted via email or facsimile with delivery receipt (or acknowledgement or confirmation which may be by electronic means), on the date of delivery, provided, however, that notices to the Company will be effective upon receipt. 9 13.SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or transmitted by any standard form of telecommunication: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Facsimile: (212) 325-4296 Attention: IB-CM&A Legal and Exos Securities LLC 12 E. 49th St., 15th Floor New York, NY 10017 Attention: [•] or, if sent to the Company, will be mailed or delivered to: Talon 1 Acquisition... Corp. 2333 Ponce de Leon Blvd., Suite 630 Coral Gables, FL 33134 Attention: [•] 13. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and director nominees, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 37 14. NO FIDUCIARY DUTY. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any of them may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 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.View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or transmitted by any standard form of telecommunication: telefaxed to: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY New York 10010-3629 Facsimile: Attention: IBCM-Legal Fax: (212) 325-4296 Attention: IB-CM&A Legal and Exos Securities LLC 12 E. 49th St., 15th Floor New York, NY 10017 Attention: [•] or, if sent to the Company, will... be mailed or delivered to: Talon 1 Frazier Lifesciences Acquisition Corp. 2333 Ponce de Leon Blvd., Corporation Two Union Square 601 Union St., Suite 630 Coral Gables, FL 33134 3200 Seattle, Washington 98101 Attention: [•] James N. Topper with a copy to the Company's counsel at: Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Attention: Jocelyn M. Arel 13. SUCCESSORS. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and director nominees, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 37 33 14. NO FIDUCIARY DUTY. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any of them it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 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.View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or transmitted by any standard form of telecommunication: Credit Suisse Securities (USA) LLC Eleven Madison Avenue telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10010-3629 Facsimile: (212) 325-4296 Attention: IB-CM&A Legal and Exos Securities LLC 12 E. 49th St., 15th Floor New York, NY 10017 10013, Attention: [•] General... Counsel (fax no. : (646) 291-1469), and confirmed to Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, Attention: Ian Schuman and Erika Weinberg; or, if sent to the Company, will be mailed mailed, delivered or delivered to: Talon 1 Acquisition Corp. 2333 Ponce de Leon Blvd., telefaxed to Thoma Bravo Advantage, 150 N. Riverside Plaza, Suite 630 Coral Gables, FL 33134 2800, Chicago, Illinois 60606, Attention: [•] 13. SUCCESSORS. Steven Schwab, and confirmed to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Stephen Fraidin and Gregory P. Patti, Jr. 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the executive officers, directors and director nominees, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 37 14. NO FIDUCIARY DUTY. 34 15. No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any of them it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and (c) (d) the Company's engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 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. View More
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, Representatives, will be mailed, delivered or transmitted by any standard form of telecommunication: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Facsimile: (212) 325-4296 Attention: IB-CM&A Legal and Exos Securities LLC 12 E. 49th St., 15th Floor New York, NY 10017 Attention: [•] or, if sent telefaxed to the Company, will be mailed or delivered... to: Talon 1 Acquisition Corp. 2333 Ponce de Leon Blvd., Suite 630 Coral Gables, FL 33134 Attention: [•] : 13. SUCCESSORS. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and director nominees, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 37 11 14. NO FIDUCIARY DUTY. No Fiduciary Duty. The Company hereby acknowledges that (a) (i) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any of them it may be acting, on the other, (b) (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) (iii) the Company's engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 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.View More
Notices. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the following addresses or to any other address designated by either of the parties hereto by notice similarly given: (a) if to the Company, to Tribune Publishing Company, c/o Chief Executive Officer, 435 N. Michigan Avenue, Chicago, IL 60611; and (b) if to Executive, to Executive's last known home address in the Company's records. All such notices, requests, or other communications shall be... sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by certified mail, return receipt requested, or (iii) by express courier service with proof of delivery, and shall be effective upon personal delivery, upon the fourth (4th) day after mailing by certified mail, or upon the second (2nd) day after sending by express courier service.View More
Notices. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the following addresses or to any other address designated by either of the parties hereto by notice similarly given: (a) if to the Company, to Tribune Publishing Company, c/o Chief Executive Officer, 435 N. Michigan Chair of the Board, 160 Stetson Avenue, Chicago, IL 60611; 60601; and (b) if to Executive, to Executive's last known home address in the Company's records. All such notices,... requests, or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by certified mail, return receipt requested, or (iii) by express courier service with proof of delivery, and shall be effective upon personal delivery, upon the fourth (4th) day after mailing by certified mail, or upon the second (2nd) day after sending by express courier service. 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 you at the address set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address set forth in Schedule I hereto. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information... that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.View More
Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you c/o the Representatives at the address addresses set forth in Schedule I hereto; and if to the Company Partnership or the General Partner shall be delivered, mailed or sent to the their respective address set forth in Schedule I hereto. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law... October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, Partnership, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More
Notices. All communications hereunder shall will be in writing and effective only upon receipt and on receipt, and, if sent to the Underwriters shall Representatives, will be delivered, mailed mailed, delivered or sent by facsimile and confirmed to you them, at the address set forth specified in Schedule I hereto; and or, if to the Company shall be delivered, mailed or sent to the address set forth in Schedule I hereto. Company, will be mailed, delivered or sent by facsimile and confirmed to it at One... Coca-Cola Plaza, Atlanta, Georgia 30313, to the attention of the Treasurer, with a copy to the attention of the General Counsel of the Company at the same address. 14 12. Patriot Act Acknowledgment. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More
