Notices Contract Clauses (104,236)

Notices. All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telecopied and confirmed to the Representative, c/o: RBC Capital Markets, Credit Suisse Securities (USA) LLC 200 Vesey Street Eleven Madison Avenue, New York, New York 10281 N.Y. 10010-3629 Attention: Allyson Kiss IB-Legal or, if sent to the Company, will be mailed, delivered or telecopied and confirmed to it at: Cheniere Energy Partners, L.P. Energy, Inc. 700 Milam Street, Suite 1900... Houston, Texas 77002 Attention: Chief Financial Officer provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telecopied and confirmed to such Purchaser. View More

Notices. All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telecopied and confirmed to the Representative, c/o: RBC Capital Markets, LLC 200 Vesey Street Street, 8th Floor New York, New York 10281 Attention: Allyson Kiss High Yield Capital Markets Phone: 212-428-6200 or, if sent to the Company, will be mailed, delivered or telecopied and confirmed to it at: Cheniere Energy Partners, L.P. 700 Milam Street, Suite 1900 Houston, Texas 77002... Attention: Chief Financial Officer provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telecopied and confirmed to such Purchaser. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Syndicate Department (fax no. : (646) 855-3073), with a copy to ECM Legal (fax no. : (212) 230-8730); (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646)... 291-1469); (iii) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD (fax no. : (212) 325-4296); or (iv) (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention Attention: Equity Syndicate Desk (fax no. : (212) 622-8358); (iii) Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, N.Y. 10005, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, N.Y. 10005, Attention: General Counsel (fax no. : (212) 797-4564); or (iv) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; or, if sent to the Company, will be mailed, delivered or telefaxed to Pioneer Natural Resources Company (fax no. : (972) 969-3552) and confirmed to it at 5205 N. O'Connor Boulevard, Suite 200, Irving, Texas 75039, Attention: General Counsel. 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. 21 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or facsimile numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice): If to Employer, to: c/o WME Entertainment Parent, Endeavor Operating Company, LLC Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard Third... Floor Beverly Hills, CA 90210 Attention: General Counsel Fax: (310) 246 3065 If to Employee, to: The address provided by Employee to Employer as set forth in Employer's records, with a copy, which shall not constitute notice, to Blank Rome The Chrysler Building 405 Lexington Avenue New York, NY 10174 Attention: Stephen E. Tisman Fax: (917) 332-3007 E-mail: ***@*** 16 20. records. 14 19. Taxes. 20.1 19.1 Employer shall be entitled to withhold from any payment due to Employee hereunder any amounts required to be withheld by applicable tax laws or regulations. Notwithstanding the foregoing, to the extent Employee is treated as a partner for tax purposes in accordance with Subsection 20.2, 19.2, Employee shall be responsible for satisfying Employee's obligations in respect of any self-employment taxes out of Employee's funds. 20.2 19.2 Employer and Employee acknowledge and agree that from time to time as determined by Employer, for federal, state and local income tax purposes, Employee may be treated as a partner or employee, subject to applicable law. With respect to any period that Employee is treated as a partner for federal income tax purposes (a) all payments made by Employer to Employee pursuant to this Agreement shall be treated as "guaranteed payments", within the meaning of Section 707(c) of the Code and (b) any payments made by Employer to Employee pursuant to this Agreement following Employee's termination shall be treated as payments described in Section 736(a) of the Code and, solely for federal, state and local income tax purposes, Employee shall continue to be treated as a partner for federal income tax purposes with respect to the receipt of such payments. Notwithstanding anything to the contrary in this Agreement, all payments by Employer hereunder may be appropriately adjusted to take into account any additional taxes of Employer as a result of Employee being treated as an employee rather than as a partner for federal, state and local income tax purposes. If Employee, in her capacity as an officer of the Employer Group, becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Employer Group's business or affairs, or this 17 Agreement or any related document, other than (x) by reason of any act or omission performed or omitted by Employee that was not in good faith on behalf of the Employer Group or constituted a willful commission by Employee of an act that is dishonest and materially injurious to the Employer Group, or (y) as a result of any breach by Employee of a Specified Covenant, Employer shall reimburse Employee for its reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, that Employee shall promptly repay to Employer the amount of any such reimbursed expenses paid to it if it shall be finally judicially determined that Employee was not entitled to indemnification by, or contribution from, Employer in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of Employee or the willful commission by Employee of an act that is dishonest and materially injurious to the Employer Group) the foregoing indemnification is unavailable to Employee, or insufficient to hold it harmless, then Employer shall contribute to the amount paid or payable by Employee as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and Employee shall be entitled to, a rebuttable presumption that Employee acted in good faith. For purposes of this Section 22, "Specified Covenant" means Employee's covenants and agreements contained herein and Employee's duty of care and duty of loyalty to the Employer Group under applicable law. View More

Notices. All notices and other communications hereunder shall Any notice required or permitted to be given under this Agreement must be in writing and shall will be deemed to have been duly given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) and effective to the parties at Employer when sent by email and confirmed via telephone to the following addresses or facsimile numbers (or at such other address or telecopy numbers for a party as shall be... specified by like notice): If to Employer, to: c/o WME Entertainment Parent, LLC 9601 Wilshire Boulevard Third Floor Beverly Hills, CA 90210 Attention: General Counsel Fax: (310) 246 3065 If or Chief Human Resources Officer; if to Employee, to: The address provided when sent by Employee to Employer as set forth in Employer's records, with a copy, which shall not constitute notice, to Blank Rome The Chrysler Building 405 Lexington Avenue New York, NY 10174 Attention: Stephen E. Tisman Fax: (917) 332-3007 E-mail: ***@*** 16 20. Taxes. 20.1 Employer shall be entitled to withhold from any payment due to Employee hereunder any amounts required to be withheld by applicable tax laws or regulations. Notwithstanding the foregoing, email to the extent Employee is treated as a partner for tax purposes in accordance business or personal email address on file with Subsection 20.2, Employee shall be responsible for satisfying Employee's obligations in respect of any self-employment taxes out of Employee's funds. 20.2 the Employer and Employee acknowledge and agree that from time confirmed via telephone to time as determined by Employer, for the personal number on record with Employer.21. Withholding. All payments hereunder will be subject to withholding of applicable federal, state and local income tax purposes, and employment taxes and other deductions, in each case, as required by law or as elected by Employee.22. At-Will Employment. Employee's employment with Employer will be on an "at-will" basis, meaning that either Employee or Employer may be treated as a partner terminate Employee's employment at any time and for any reason or employee, no reason, subject to applicable law. With respect Employer's or Employee's obligations pursuant to Section 6 and Section 7. Further, Employee's continued employment, as well as Employee's participation in any benefit programs does not assure Employee of continuing employment with Employer. Employer also reserves the right to modify or amend the terms of its benefit plans at any time for any reason. This policy of at-will employment is the entire agreement as to the duration of Employee's employment and may only be modified upon an express written approval of Carlyle.23. No Assignment. Employer shall not, without Employee's consent, assign any of Employer's rights, interests, obligations or entitlements under this Agreement to any period that Employee is treated as a partner for federal income tax purposes (a) all payments made by Employer to Employee pursuant to this Agreement shall be treated as "guaranteed payments", within the meaning of Section 707(c) of the Code and (b) any payments made by Employer to Employee pursuant to this Agreement following Employee's termination shall be treated as payments described in Section 736(a) of the Code and, solely for federal, state and local income tax purposes, Employee shall continue to be treated as a partner for federal income tax purposes with respect to the receipt of such payments. Notwithstanding anything to the contrary in this Agreement, all payments by Employer hereunder may be appropriately adjusted to take into account any additional taxes of Employer as a result of Employee being treated as an employee rather than as a partner for federal, state and local income tax purposes. If Employee, in her capacity as an officer of the Employer Group, becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Employer Group's business or affairs, or this 17 Agreement or any related document, Person other than (x) by reason a commonly controlled affiliate of any act or omission performed or omitted by Employee that was not in good faith on behalf of the Employer Group or constituted a willful commission by Employee of an act that is dishonest and materially injurious to the Employer Group, or (y) as a result of any breach by Employee of a Specified Covenant, Employer shall reimburse Employee for its reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, that Employee shall promptly repay to Employer the amount of any such reimbursed expenses paid to it if it shall be finally judicially determined that Employee was not entitled to indemnification by, or contribution from, Employer in connection with such action, suit, proceeding an internal reorganization of Carlyle. This Agreement will be binding on all successors and assigns of Employer and Carlyle. Employee may not assign any of Employee's rights or investigation. If for any reason (other than the bad faith of Employee or the willful commission by Employee of an act that is dishonest and materially injurious to the Employer Group) the foregoing indemnification is unavailable to Employee, or insufficient to hold it harmless, then Employer shall contribute to the amount paid or payable by Employee as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and Employee shall be entitled to, a rebuttable presumption that Employee acted in good faith. For purposes of obligations under this Section 22, "Specified Covenant" means Employee's covenants and agreements contained herein and Employee's duty of care and duty of loyalty to the Employer Group under applicable law. Agreement. View More

Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: American Well Corporation 75 State Street, Street 26th Floor Boston, MA 02109 Attention: Roy Schoenberg, President and CEO If to the Participant: Employee: or to such other address or addresses of which notice in the same manner has previously been given. Any such... notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. View More

Notices. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile,... and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to the email address specified in this Section 13 9 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date of transmission, if delivered by electronic mail to the email address specified in this Section 13 9 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and will be delivered and addressed as follows: (i) If 8 (a) if to the Company, to: X4 Pharmaceuticals, Sculptor Capital Management, Inc. 61 North Beacon Street, 4th Floor Boston, MA 02134 9 West 57th Street New York, NY 10019 Attention: Derek MeisnerEmail: derek.meisner@x4pharma.com David Levine and Julie Siegel Email: warrantexercise@sculptor.com with a copy (which shall not constitute notice) to: Cooley Ropes & Gray LLP 55 Hudson YardsNew York, NY 10001Attention: Daniel I. Goldberg Prudential Tower 800 Boylston Street Boston, MA 02199 Attention: Craig E. Marcus Email: dgoldberg@cooley.com (ii) craig.marcus@ropesgray.com (b) if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company. View More

Notices. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, internationally recognized... overnight express courier, electronic mail or facsimile, and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by 1 Each Holder to advise. nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, internationally recognized overnight express courier, two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to the email address specified in this Section 13 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date of transmission, if delivered by electronic mail to the email address specified in this Section 13 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and will be delivered and addressed as follows: (i) If to the Company, to: X4 Syros Pharmaceuticals, Inc. 61 North Beacon Street, 35 CambridgePark Drive, 4th Floor Boston, Cambridge, MA 02134 02140 Attention: Derek MeisnerEmail: derek.meisner@x4pharma.com Jason Haas Email: jhaas@syros.com with a copy (which shall not constitute notice) to: Cooley Wilmer Cutler Pickering Hale and Dorr LLP 55 Hudson YardsNew York, NY 10001Attention: Daniel I. Goldberg 60 State Street Boston, MA 02109 Attention: Cynthia T. Mazareas Email: dgoldberg@cooley.com cynthia.mazareas@wilmerhale.com (ii) if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company. View More

Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by Canadian or United States registered mail, return receipt requested, postage prepaid. Such notices shall be directed, in the case of the Company, to the... Company's chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at the most recent address on file in the payroll records of the Company. Either party hereto may, by notice to the other, change its address for receipt of notices hereunder. Accordingly, the Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Executive a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with Code Section 409A. View More

Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. Such The addresses for such notices shall be directed, in as follows: To the case of Company: Duke Energy Corporation Charlotte, North Carolina 28201-1006 Attention: Chief Legal Officer To the Company, to the Company's chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at Executive: At the most recent address on file in the payroll records of the Company. Company Either party hereto may, by notice to the other, change its address for receipt of notices hereunder. View More

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) 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 business day after the date on which it is so mailed: (a) If to Indemnitee, to the address set forth below Indemnitee's signature on the signature page hereof.... (b) If to the Corporation, to: Techpoint, Inc. 2550 N 1st St, Invitae Corporation 458 Brannan Street San Jose, Francisco, CA 95131 Attn: Chief Financial Officer 94107 or to such other address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be. View More

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) 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 business day after the date on which it is so mailed: (a) If to Indemnitee, to the address set forth below Indemnitee's signature on the signature page hereof.... (b) If to the Corporation, to: Techpoint, ARC Document Solutions, Inc. 2550 N 1st St, San Jose, CA 95131 1981 N. Broadway, Suite 385, Walnut Creek, California 94596 Attn: Chief Financial Officer or to such other address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be. View More

Notices. Any notice or communication required or permitted under this Contract MOU shall be sufficiently given if delivered in person or by certified mail, return receipt requested, internationally recognized overnight carrier or by electronically confirmed email to the address set forth in the opening paragraph or to such other address as one party Party may have furnished to the other in writing.

Notices. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, by email or a reputable overnight mail courier to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

Notices. All communications hereunder will be in writing and, if sent to the Underwriter, Underwriters, will be mailed, delivered or telegraphed and confirmed to (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated at One Bryant Park, Incorporated, 50 Rockefeller Plaza, NY1-050-12-02, New York, NY 10020, Attention: High Grade Transaction Management/Legal, Facsimile (646) 855-5958, (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10036, attention of Syndicate Department... (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730), 10013, Attention: General Counsel, Facsimile (646)-291-1469 and (iii) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management, Facsimile (704) 410-0326, with a copy to (iv) Clifford Chance US LLP, 31 West 52nd Street, New York, NY, 10019, Facsimile (212) 878-8375, Attention: Larry P. Medvinsky, or, if sent to the Company, Company or the Operating Partnership, will be mailed, delivered or telegraphed and confirmed to it at Corporate Office Properties Trust, 6711 Columbia Gateway Drive, Suite 300, Columbia, MD 21046, Facsimile (443) 285-7652, Attention: Karen M. Singer, with a copy to Morgan, Lewis & Bockius, LLP, 1701 Market Street, Philadelphia, PA 19103-2921, Facsimile (215) 963-5001, 34 Attention: Justin W. Chairman; provided, however, that any notice to the Underwriter Underwriters pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to the Underwriter. Underwriters. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriter, Underwriters, will be mailed, delivered or telegraphed and confirmed to Wells Fargo Securities, LLC, 375 39 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department, Facsimile: (212) 214-5918) and Merrill Lynch, Pierce, Fenner & Smith Incorporated at Incorporated, One Bryant Park, New York, New York 10036, attention of Attention: Syndicate Department (facsimile: Department, Facsimile: (646) ... class="diff-color-red">855-3073), 855-3073, with a copy to Attention: ECM Legal (facsimile: Legal, Facsimile: (212) 230-8730), 230-8730, with a copy to (iv) Clifford Chance US LLP, 31 West 52nd Street, New York, NY, 10019, Facsimile (212) 878-8375, Attention: Larry P. Medvinsky, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Corporate Office Properties Trust, 6711 Columbia Gateway Drive, Suite 300, Columbia, MD 21046, Facsimile (443) 285-7652, Attention: Karen M. Singer, David Finch, with a copy to Morgan, Lewis & Bockius, LLP, 1701 Market Street, Philadelphia, PA 19103-2921, Facsimile (215) 963-5001, Attention: Justin W. Chairman; Chairman, or, if sent to the Forward Purchaser or the Forward Seller, will be mailed, delivered or telegraphed and confirmed to Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department, Facsimile (212) 214-5918), with a copy to CorporateDerivativeNotifications@wellsfargo.com; provided, however, that any notice to the Underwriter Underwriters pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to the Underwriter. Underwriters. View More

Found in Corporate Office Properties Trust contract

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 (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 (b)If to the Company, to: WL Ross Holding Easterly Acquisition Corp. 1166 Avenue of the Americas New York, New York 10036 138 Conant Street Beverly, MA 01915 Attn: Wilbur L. Ross, Jr. Chairman and Chief Executive Officer Avshalom Kalichstein With a copy, which shall not constitute notice, to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 Attn: Gregg A. Noel, Esq. Thomas J. Ivey, Esq. Fax No. : (650)798-6549 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More