Notices Contract Clauses (104,236)

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to Attention IBC Legal; Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets — Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax: 646-374-1071; or, if sent to the Company, will be... mailed, delivered or telefaxed to DiamondPeak Holdings Corp., 40 W. 57th Street, 29th Floor, New York, NY 10019, Attention: General Counsel, with a copy to the Company's counsel at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105, Attention: Stuart Neuhauser, Esq. View More

Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, (a) upon confirmation of receipt when transmitted by facsimile transmission, (b) on the next business day if transmitted by a nationally recognized overnight courier or (c) on the third (3rd) business day following mailing by first class mail, postage prepaid, in each case as follows (or at such other United States... address or facsimile number for a party as shall be specified by like notice): If to the Company: Tremont Mortgage Trust Two Newton Place 255 Washington Street Newton, Massachusetts 02458 15 Attn: Secretary and Board of Trustees Facsimile: (617) 454-3645 If to the Manager: Tremont Realty Advisors LLC Two Newton Place 255 Washington Street Newton, Massachusetts 02458 Attn: President and Chief Executive Officer Facsimile: (617) 928-1305 24. Amendments. This Agreement shall not be amended, changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by each of the parties hereto, or by their respective successors or assigns, or otherwise as provided herein. View More

Notices. All notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or such other addresses as either may designate in writing to the other party: Corporation: UMH PROPERTIES, INC. Juniper Business Plaza 3499 Route 9N, Suite 3C Freehold, NJ 07728 Employee: Samuel A. Landy 124 Federal Road Monroe Township, NJ 08831 14. Governing Law. This agreement shall be construed and governed in accordance... with the laws of the State of New Jersey. View More

Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including in electronic formats) and shall be deemed to have been duly given and made if (i) on delivery if delivered by hand, (ii) one (1) business day after if sent to an email address of record provided receipt is confirmed, or (iii) three business days after sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly addressed... to the parties as follows: if to the Corporation: GoodRx, Inc. 233 Wilshire Boulevard, Ste. 990 Santa Monica, CA 90401 Attention: Chief Executive Officer if to the Executive, to the address (or e-mail address) most recently on file in the personnel records of the Corporation. 10 18. Code Section 409A. This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation from Service"). Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive during the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. View More

Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel (fax: (646) 619-4437) and Cowen and Company, LLC, 599 Lexington Avenue, 25th Floor, New York, New York 10022, Attention: General Counsel (fax: (646) 562-1269); and if to the Company, shall... be sufficient in all respects if delivered or sent to the Company at Quotient Biodiagnostics, Inc., 301 South State Street, Suite S-204, Newtown, Pennsylvania 18940. View More

Notices. Any notice of Termination of the Employee's employment by the Employer or the Employee for any reason under Section 5 above shall be upon no less than fifteen (15) days' and no greater than forty-five (45) days' advance written notice to the other party. Any notices, requests, demand and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Employee at the last address the Employee has filed in writing with the... Employer or, in the case of the Employer, to the attention of the Secretary of the Employer, at its principal executive offices. 12. Non-Alienation. The Employee shall not have any right to pledge, hypothecate, anticipate or in any way create a lien upon any amounts provided under this Agreement; and no amounts payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law. Nothing in this Section 12 shall limit the Employee's rights or powers to dispose of the Employee's property by Last Will and Testament or limit any rights or powers which the Employee's executor or administrator would otherwise have. This Agreement shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, designees, devisees, and legatees. If the Employee should die while any amount is still payable to the Employee hereunder had the Employee continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Employee's designees, devisees, or legatee, or if there are none, to the Employee's estate. View More

Notices. Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant's last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on... personal delivery or three (3) days after being sent in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail. View More

Notices. Any notice, consent, request, bill, demand or statement hereunder by either party to the other party shall be in writing and shall be deemed to have been duly given when either delivered by hand or by nationally recognized overnight courier or refused, as the case may be (in either case with evidence of delivery or refusal thereof) and addressed as follows: If to Landlord: MIT 139 Main Street Leasehold LLC c/o MIT Cambridge Real Estate LLC One Broadway, Suite 09-200 Cambridge, MA 02142... Attention: President 28 With copies to: MIT Investment Management Company One Broadway, Suite 09-200 Cambridge, MA 02142 Attention: Director of Real Estate Legal Services and: Jones Lang LaSalle Americas, Inc. One Broadway, 6th Floor Cambridge, MA 02142 Attention: Group Manager With a copy by email to: RELegal@mitimco.mit.edu If to Tenant: Prior to the Commencement Date: At the address set forth in the Lease Summary Sheet. After the Commencement Date: At the Premises Email address: depstein@bdtherapeutics.com With a copy to: Saul Ewing Arnstein & Lehr LLP Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102-2186 Attention: Kathryn Doyle Notwithstanding the foregoing, and except in those instances where oral notices are permitted under this Lease, any notice from Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access to the Premises, maintenance activities, invoices, etc.) may also be given by written notice delivered by electronic mail to any person at the Premises whom Landlord reasonably believes is authorized to receive such notice on behalf of Tenant without copies as specified above. Either party may at any time change the address or specify an additional address for such notices by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is within the United States and is not a post office box. Notices shall be effective upon the date of receipt or refusal thereof. Any notice given by an attorney on behalf of Landlord shall be considered as given by Landlord and shall be fully effective. Any notice given by an attorney on behalf of Tenant shall be considered as given by Tenant and shall be fully effective. View More

Notices. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows: if to Lender: Ahmad Doroudian 4172 Doncaster Way Vancouver, BC Canada V6S 1V9 if to the Company: Pivot Pharmaceuticals Inc. 1275 West 6th Avenue, Suite 300 Vancouver, BC Canada V6H 1A6 IN WITNESS HEREOF, the parties hereto have executed this Agreement... on the day and year first written above. LENDER: AHMAD DOROUDIAN By: /s/ Ahmad Doroudian Name: Ahmad Doroudian THE COMPANY: PIVOT PHARMACEUTICALS INC. By: /s/ Moira Ong Name: Moira Ong Title: CFO 2 EX-10.23 3 pvotf_ex1023.htm DEBT FORGIVENESS AGREEMENT pvotf_ex1023.htmEXHIBIT 10.23 DEBT FORGIVENESS AGREEMENT This Debt Forgiveness Agreement ("Agreement"), entered into effective July 31, 2017, by and between Pivot Pharmaceuticals Inc. (the "Company") and Ahmad Doroudian ("Lender"), in reference to the following: WHEREAS, the Company is indebted to Lender for an amount equal to US$272,000 for accrued and unpaid salary (the "Debt"); WHEREAS, subject to certain conditions contained herein, Lender has determined to forgive the Debt in its entirety; and WHEREAS, the Company has determined that the forgiveness of the Debt is in the best interest of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties agree as follows: 1. Debt Forgiveness. Lender hereby forgives the Debt in its entirety. View More

Notices. All notices, authorizations, and requests in connection with this Agreement must be in writing and will be deemed given: (a) on the day they are hand delivered directly to the individual designated by the receiving party as set forth below; (b) on the day receipt is confirmed by a nationally-recognized express courier (postage prepaid, signature required) or the United States Post Office (postage prepaid, certified mail receipt requested); or (c) on the day of transmittal if sent by .pdf... electronic format via electronic mail provided that the recipient confirms such receipt within one business day thereafter (and receiving party shall use its commercially reasonable efforts to confirm such receipt). In each case, any notice must be addressed to the receiving party as follows (or, in either such case, to such other address as specified upon proper notice): Notices to Executive: Edward Spaniel, Jr. [***] [***] [***] Notices to the Company Group (or any member thereof): Attn: Chief Executive Officer Forian Inc. 41 University Dr. Suite 400 Newton, PA 18940 ***@*** 13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 12 14. Complete Agreement. This Agreement together with the documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. View More