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. Notices delivered in connection with this Guaranty shall be given in accordance with Section 10.05 of the MSRVF1 Repurchase Agreement.
Notices. Notices delivered in connection with this Guaranty shall be given in accordance with Section 10.05 of the MSRVF1 Repurchase Agreement. Agreement or Section 10.05 of the SPIADVF1 Repurchase Agreement, as applicable.
Notices. Notices and communications under the this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then... currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.View More
Notices. Notices and communications under the this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Optionee. Notices to Grantee Optionee will be directed to the... address of Grantee Optionee then currently on file with the Company, or at any other address given by Grantee Optionee in a written notice to the Company. View More
Notices. All notices, demands or requests required to be made or delivered under this Agreement shall be effective upon actual receipt and shall be made either by electronic (email) copy or in writing and delivered personally or by registered or certified mail or expedited courier, return receipt requested, postage prepaid, to the addresses below or to such other addresses as may be designated by the party entitled to receive the same by notice similarly given: If to CMF or to the Partnership: Ceres... Managed Futures LLC 522 Fifth Avenue, New York, New York 10036 Attention: Patrick T. Egan Email: patrick.egan@morganstanley.com If to the Advisor: Katonah Capital Partners 237 Increase Miller Road Katonah, NY 10536 Attention: Balaji Vinjamur Email: Alv@katonahcapitalpartners.com 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 14 14. ARBITRATION. The parties agree that any dispute or controversy arising out of or relating to this Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided, however, that the power of the arbitrator shall be limited to interpreting this Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City. Judgment upon any award made by the arbitrator may be entered in any court of competent jurisdiction.View More
Notices. All notices, demands or requests required to be made or delivered under this Agreement shall be effective upon actual receipt and shall be made either by electronic (email) copy or other electronic means (as CMF deems appropriate under the circumstances) or in writing and delivered personally or by registered or certified mail or expedited courier, return receipt requested, postage prepaid, to the addresses below or to such other addresses as may be designated by the party entitled to receive... the same by notice similarly given: If to CMF or to the Partnership: Ceres Managed Futures LLC 522 Fifth Avenue, Avenue New York, New York 10036 Attention: Patrick T. Egan Email: patrick.egan@morganstanley.com If to the Advisor: Katonah Capital Partners 237 Increase Miller Road Katonah, NY 10536 DCM Systematic Advisors SA Rue du Mont-Blanc 4 1201 Geneva Attention: Balaji Vinjamur Maraite Gaetan Email: Alv@katonahcapitalpartners.com gmaraite@dcm-systematic.com 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 14 13 14. ARBITRATION. The parties agree that any dispute or controversy arising out of or relating to this Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided, however, that the power of the arbitrator shall be limited to interpreting this Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City. Judgment upon any award made by the arbitrator may be entered in any court of competent jurisdiction. View More
Notices. All notices, demands or requests required to be made or delivered under this Agreement shall be effective upon actual receipt and shall be made either by electronic (email) copy or in writing and delivered personally or by registered or certified mail or expedited courier, return receipt requested, postage prepaid, to the addresses below or to such other addresses as may be designated by the party entitled to receive the same by notice similarly given: If to CMF or to the Partnership: Ceres... Managed Futures LLC 522 Fifth Avenue, Avenue New York, New York 10036 Attention: Patrick T. Egan Email: patrick.egan@morganstanley.com If to the Advisor: Katonah Pan Capital Partners 237 Increase Miller Road Katonah, NY 10536 Management, LP 1330 Post Oak Blvd, Suite 1550 Houston, Texas 77056 Attention: Balaji Vinjamur Sean Pan Email: Alv@katonahcapitalpartners.com sean.pan@pancapmgmt.com with a copy to: Akin Gump Strauss Hauer & Feld, LLP 1700 Pacific Avenue Suite 4100 Dallas, TX 75201 Attention: Bradley Pugh Email: bpugh@akingump.com 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 14 14. ARBITRATION. The parties agree that any dispute or controversy arising out of or relating to this Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided, however, that the power of the arbitrator shall be limited to interpreting this Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City. Judgment upon any award made by the arbitrator may be entered in any court of competent jurisdiction. View More
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next... Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12). 14 If to the Company: Global Clean Energy Holdings, Inc. 2790 Skypark Drive, Suite 105 Torrance, CA 90505 Attention: Fax: Email: with a copy to: King & Spalding LLP Attention: 1100 Louisiana Suite 4100 Houston, TX 77002 Email: If to the Holder: 292 Madison Avenue, Suite 2500 New York, NY 10118 Attn: Email: 13. Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.View More
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next... Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12). 14 If to the Company: Global Clean Energy Holdings, Inc. 2790 Skypark Drive, Suite 105 Torrance, CA 90505 Attention: Fax: Email: with a copy to: King & Spalding LLP Attention: 1100 Louisiana Suite 4100 Houston, TX 77002 Email: If to the Holder: 292 Madison Avenue, Suite 2500 ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, Texas 77389 Attention: Email: With a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10118 Attn: 10017 Attention: Email: 13 13. Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise. View More
Notices. All notices under this Agreement must be given in writing by personal delivery, regular mail or e-mail at the addresses indicated in this Agreement or any other address designated in writing by either party. When providing written notice to the Employer, a copy must be provided to the Employer's General Counsel at the address below. Notice to the Employer: Magellan Midstream Partners, L.P.Attention: General CounselOne Williams Center, MD 28-1Tulsa, OK 74172E-mail: Doug.May@Magellanlp.com... 7Exhibit 10.1 Notice to the Employee: Michael P. Osborne11603 S. 70th E. AvenueBixby, OK 74008 19. Section 409A. All payments and benefits provided under this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or qualify for an exemption thereunder and this Agreement shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Without limiting the foregoing, if Employee is deemed by the Employer Group at the time of Executive's Separation from Service (as defined below) to be a "specified employee" for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A (and only to such extent), such portion of Employee's benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee's Separation from Service or (ii) the date of Executive's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Employee (or Employee's estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement, if any, shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A (a "Separation from Service"). Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.View More
Notices. All notices Notices 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 such notice is sent by air express overnight courier service, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the following address, as applicable: If to the Company, addressed to:... Everest Acquisition LLCc/o Apollo Global Management, LLC 9 West 59th Street, 43rd FloorNew York, New York 10019 Attention: Mr. Sam OhIf to Employee, addressed to: Kyle A. McCuen13315 TaylorcrestHouston, Texas 77079 22.Section 409A. (a) General. The intent of the parties is that the payments and benefits under this Agreement must be given in writing by personal delivery, regular mail or e-mail at the addresses indicated in this Agreement or any other address designated in writing by either party. When providing written notice to the Employer, a copy must be provided to the Employer's General Counsel at the address below. Notice to the Employer: Magellan Midstream Partners, L.P.Attention: General CounselOne Williams Center, MD 28-1Tulsa, OK 74172E-mail: Doug.May@Magellanlp.com 7Exhibit 10.1 Notice to the Employee: Michael P. Osborne11603 S. 70th E. AvenueBixby, OK 74008 19. Section 409A. All payments and benefits provided under this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or qualify for an exemption and the regulations and interpretive guidance promulgated thereunder and (collectively, "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in compliance therewith. The Company and administered Employee shall take commercially reasonable efforts to reform or amend any provision hereof to the extent that either of them reasonably determine that such provision would or could reasonably be expected to cause Employee to incur any additional tax or interest under Section 409A to try to comply with or be exempt from Section 409A through good faith modifications, in accordance any case, to the minimum extent reasonably appropriate to conform with Section 409A, provided that any such intent. modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Section 409A. (b) Separation from Service. Notwithstanding anything in this Agreement to the contrary, any other provision of this Agreement, payments provided compensation or benefits payable under this Agreement may that is designated under this Agreement as payable upon Employee's termination of employment shall be payable only be made upon an event and in a manner that complies Employee's "separation from service" with the Company within the meaning of Section 409A or an applicable exemption. Without limiting (a "Separation from Service"). (c) Specified Employee. Notwithstanding anything in this Agreement to the foregoing, contrary, if Employee is deemed by the Employer Group Company at the time of Executive's Employee's Separation from Service (as defined below) to be a "specified employee" for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A (and only to such extent), 409A, such portion of Employee's benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee's Separation from Service or (ii) the date of Executive's Employee's death. Upon the first business day following the expiration of the applicable Section 409A period, delay period described in the preceding sentence, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Employee (or Employee's estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. Any (d) Expense Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the year following the year in which the expense was incurred; provided, that Employee submits Employee's reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee's right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Installments. Employee's right to receive any installment payments under this Agreement Agreement, including without limitation any continuation salary payments that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement, if any, are payable on Company payroll dates, shall be treated as a right to receive a series of separate payment. Any payments to and, accordingly, each such installment payment shall at all times be made under this Agreement upon considered a termination of employment shall only be made upon a "separation from service" separate and distinct payment as permitted under Section 409A (a "Separation from Service"). Notwithstanding the foregoing, the Employer makes 409A. Except as otherwise permitted under Section 409A, no representations that the payments and benefits provided under this Agreement comply with Section 409A and payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in no event shall the Employer be liable for all additional tax or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with pursuant to Section 409A. View More
Notices. All notices under this and other communications provided for in the Agreement must shall be given in writing and will be deemed duly given (a) when delivered by personal hand or electronic mail, (b) two (2) days after being given to an express courier with a reliable system for tracking delivery, regular mail (c) when sent by confirmed email or e-mail at (d) five (5) days after the addresses indicated in this Agreement day of mailing, when mailed by registered or any certified mail, return... receipt requested, postage prepaid, and addressed as set forth below. A party may from time to time change its address or designee for notification purposes by giving the other address designated in writing by either party. When providing party written notice of the new address or designee and the date upon which it will become effective. The addresses for such notices shall be: If to the Employer, a copy must be provided Executive: Claudia Grimaldi Email: ***@*** If to the Employer's General Counsel at the address below. Notice to the Employer: Magellan Midstream Partners, L.P.Attention: General CounselOne Williams Center, MD 28-1Tulsa, OK 74172E-mail: Doug.May@Magellanlp.com 7Exhibit 10.1 Notice to the Employee: Michael P. Osborne11603 S. 70th E. AvenueBixby, OK 74008 India Globalization Capital, Inc. Attention: CEO 19. Section 409A. All payments and benefits provided under this 409A Compliance. This Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or qualify for an exemption thereunder ("Section 409A"), including the exceptions thereto, and this Agreement shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Without limiting the foregoing, if Employee is deemed by the Employer Group at the time of Executive's Separation from Service (as defined below) to be a "specified employee" for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A (and only to such extent), such portion of Employee's benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee's Separation from Service or (ii) the date of Executive's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Employee (or Employee's estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement, if any, Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon in connection with a termination of employment shall only be made upon if such termination of employment constitutes a "separation from service" under Section 409A (a "Separation from Service"). 409A. Notwithstanding the foregoing, the Employer Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if at the time of Employee's termination of employment, Employee is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A that are provided to Employee on account of Employee's separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Employee's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Employee dies before the Specified Employee Payment Date, any delayed payments shall be paid to the Employee's estate. View More
Notices. Unless otherwise provided, any notice or request required or permitted to be delivered under this Agreement shall be given in writing and shall be deemed effectively given as 13 hereinafter described (a) if given by personal delivery, upon actual delivery, (b) if given by facsimile or telecopier, upon receipt of confirmation of a completed transmittal, (c) if given by mail, upon the earlier of (i) actual receipt of such notice by the intended recipient or (ii) three (3) business days after such... notice is deposited in first class mail, postage prepaid, and (d) if by an internationally recognized overnight air courier, one (1) business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten (10) days' advance written notice to the other party: If to the Company: RTI Biologics, Inc. 11621 Research Circle Alachua, FL 32615 Attention: Board of Directors Telecopy: 386-418-0342 With a copy to (which shall not constitute notice to the Company): Fulbright & Jaworski LLP 666 Fifth Avenue New York, NY 10103 Attention: Warren J. Nimetz Facsimile: (212) 318-3400 If to Indemnitee: At the address set forth below Indemnitee's signature hereto or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.View More
Notices. Unless otherwise provided, any notice or request required or permitted to be delivered under this Agreement shall be given in writing and shall be deemed effectively given as 13 hereinafter described (a) if given by personal delivery, upon actual delivery, (b) if given by facsimile or telecopier, upon receipt of confirmation of a completed transmittal, (c) if given by mail, upon the earlier of (i) actual receipt of such notice by the intended recipient or (ii) three (3) business days after such... notice is deposited in first class mail, postage prepaid, and (d) if by an internationally recognized overnight air courier, one (1) business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten (10) days' advance written notice to the other party: If to the Company: RTI Biologics, Surgical, Inc. 11621 Research Circle Alachua, FL 32615 Attention: Board of Directors Telecopy: 386-418-0342 386-418-3608 With a copy to (which shall not constitute notice to the Company): Fulbright Holland & Jaworski LLP 666 Fifth Avenue New York, NY 10103 Knight 100 North Tampa Street Suite 4100 Tampa, Florida 33602 Attention: Warren Robert J. Nimetz Grammig Facsimile: (212) 318-3400 813.229.0134 If to Indemnitee: At the address set forth below Indemnitee's signature hereto or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. View More
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." 22. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates,... future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender's and Borrower's expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).View More
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." 22. 20. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest... rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender's and Borrower's expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). 6 21. Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY. View More
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." 22. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates,... future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender's and Borrower's expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). 8 23. Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY. View More
Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered as described in the Notices section of the Note Purchase Agreement and to the appropriate addresses listed therein.
Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered as described in the Notices section of the Note Purchase Agreement entered into between Holder and the Company with respect to a prior promissory note and to the appropriate addresses listed therein.
Notices. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: To the Company: DTZ Jersey Holdings Limited Second Floor, Stirling Square 5-7 Carlton Gardens London, SW1Y 5AD, United Kingdom Attention: General Counsel With a copy to:... Caroline F. Hayday Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2005 9 If to Executive, to the most recent address shown on the records of the Company With a copy to: Wendi S. Lazar Outten & Golden LLP 3 Park Avenue, 29th Floor New York, NY 10016 (212) 245-1000, ext. 9811 12. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to its conflict of law principles.View More
Notices. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: To the Company: DTZ Jersey Holdings Limited Second Floor, Stirling Square 5-7 Carlton Gardens London, SW1Y 5AD, United Kingdom Attention: General Counsel and 225 West Wacker... Drive, Suite 3000 Chicago, Illinois 60606 United States Attention: Global Head of Compensation With a copy to: Caroline F. Hayday Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2005 9 If to Executive, to the most recent address shown on the records of the Company With a copy to: Wendi S. Lazar Outten & Golden LLP 3 Park Avenue, 29th Floor New York, NY 10016 (212) 245-1000, ext. 9811 12. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to its conflict of law principles. View More
Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a notice is sent by facsimile transmission after normal business hours of the recipient or on a non-Business Day, then it shall be deemed to have been received on the next Business Day after it is... sent, (c) on the first Business Day after such notice is sent by express overnight courier service, or (d) on the second Business Day following deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: If to the Bank, addressed to: Two Liberty Place 50 S. 16th Street, Suite 2400 Philadelphia, PA 19102 Attention: Chairman of the Board If to Employee, addressed to: Michael Harrington 106 Green Lane Haverford, PA 19041 22. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto. 17 23. Deemed Resignations. Except as otherwise determined by the Boards or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee's employment with the Bank or any member of the Company Group, any termination of Employee's employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company, Bank, and each other member of the Company Group; and (b) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group member's designee or other representative.View More
Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) or email on a Business Day business day to the number or email address set forth below, if applicable; provided, however, that if a notice is sent by facsimile transmission or email after normal business hours of the recipient or on a non-Business Day, non-business day, then it shall be... deemed to have been received on the next Business Day business day after it is sent, (c) on the first Business Day business day after such notice is sent by express overnight courier service, or (d) on the second Business Day business day following deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: If to the Bank, Company, addressed to: Two Liberty Place 50 S. 16th Street, Shoals Technologies Group, LLC 1400 Shoals Way Portland, TN 37148 Attn: Chief Executive Officer Email: ***@*** With a copy (which shall not itself constitute notice) to: Oaktree Capital Management, L.P. c/o Peter Jonna 11611 San Vicente Blvd., Suite 2400 Philadelphia, PA 19102 Attention: Chairman of the Board 700 Los Angeles, California 90049 Email: ***@*** If to Employee, addressed to: Michael Harrington 106 Green Lane Haverford, PA 19041 22. Dr. Philip Garton Email: ***@*** 21. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto. Electronic copies shall have the same force and effect as the originals. 17 23. 22. Deemed Resignations. Except as otherwise determined by the Boards Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee's employment with the Bank Company or any member of the Company Group, any termination of Employee's employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company, Bank, Company and each other member of the Company Group; (b) from the Board; and (b) (c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group member's designee or other representative. Employee agrees to take any further actions that any member of the Company Group reasonably requests to effectuate or document the foregoing. View More
Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a notice is sent by facsimile transmission after normal business hours of the recipient or on a non-Business Day, then it shall be deemed to have been received on the next Business Day after it is... sent, (c) on the first Business Day after such notice is sent by express overnight courier service, or (d) on the second Business Day following deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: If to the Bank, Company, addressed to: Two Liberty Place 50 S. 16th Street, Hyliion Holdings Corp 1202 BMC Drive, Suite 2400 Philadelphia, PA 19102 100 Cedar Park, TX 78613 Attention: Chairman of the Board Human Resources If to Employee, addressed to: Michael Harrington 106 Green Lane Haverford, PA 19041 22. Sherri Baker 13219 Palmers Creek Terrace Lakewood Ranch, Florida 34202 20. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto. 17 23. 15 21. Deemed Resignations. Except as otherwise determined by the Boards Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee's employment with the Bank Company or any member of the Company Group, any termination of Employee's employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company, Bank, Company and each other member of the Company Group; (b) from the Board; and (b) (c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group member's designee or other representative. View More
