Notices Contract Clauses (104,236)

Notices. (a) Process of Serving Notice. All notices under this Agreement shall be: (1) in writing and shall be: (A) delivered, in person; (B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested; (C) sent by overnight courier; or (D) sent by electronic mail with originals to follow by overnight courier; (2) addressed to the intended recipient at its respective address set forth at the end of this Agreement; and (3) deemed given on the earlier to occur of: (A) the... date when the notice is received by the addressee; or (B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service. (b) Change of Address. Any party to this Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties to this Agreement in accordance with this Section 17. (c) Default Method of Notice. Any required notice under this Agreement which does not specify how notices are to be given shall be given in accordance with this Section 17. (d) Receipt of Notices. No party to this Agreement shall refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party. Assumption and Release Agreement (Guarantor Transfer) Form 6626 Page 6 Fannie Mae 08-13 © 2013 Fannie Mae 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument. View More

Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax (212) 658-9689, Attention: Head of Equity Capital Markets, with copies to the General Counsel and Underwriter's Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial... Center, Boston, Massachusetts 02111, Attention: William Hicks, Esq. ; (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at ANI Pharmaceuticals, Inc., 210 Main Street, West Baudette, MN 56623, Attention: Chief Executive Officer, with a copy to its counsel at Orrick, Herrington, and Sutcliffe, LLP, 405 Howard Street, San Francisco, CA 94105, Attention: Karen Dempsey, Esq. ; provided, however, that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to Guggenheim Securities, which address will be supplied to any other party hereto by Guggenheim Securities upon request. Any such notices and other communications shall take effect at the time of receipt thereof. 34 17. Parties. This Agreement shall insure solely to the benefit of, and shall be binding upon, the Underwriters and the Company and the controlling persons, affiliates, directors, officers, employees and agents referred to in Section 8 and Section 9 hereof, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and said controlling persons and their respective successors, officers, directors, heirs and legal representatives, and it is not for the benefit of any other person, firm or corporation. The term "successors and assigns" shall not include a purchaser, in its capacity as such, of Shares from any of the Underwriters. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; Cowen and Company, LLC, 599 Lexington Avenue, New York, New York 10022, Attention: Brad Friedman; and Evercore Group L.L.C., 55 East 52nd Street, New York, New York 10055, Attention: Kenneth A. Masotti, Esq. or, if sent to Krystal Biotech, Inc.,... will be mailed or delivered to 2100 Wharton Street, Suite 701, Pittsburgh, Pennsylvania 15203, Attention: Krish S. Krishnan. View More

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile with confirmation of transmission by the transmitting equipment, (c) received by the addressee, if sent by certified mail, return receipt requested, or (d) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt... requested, in the case of Employee, to the address or facsimile number set forth on the signature page hereto, and in the case of the Company, to the address or facsimile number set forth below (or in either case to such other addresses or facsimile numbers as a party may designate by notice to the other parties): If to the Company, to: United Natural Foods, Inc. 313 Iron Horse Way Providence, Rhode Island 02908 Attention: Board of Directors Fax No. : (401) 278-1896 with a copy to: United Natural Foods, Inc. 313 Iron Horse Way Providence, Rhode Island 02908 Attention: Jill E. Sutton, General Counsel and Corporate Secretary 14 If to the Employee, to: To his address on record with the Company with a copy to: Sullivan & Cromwell, LLP 125 Broad Street New York, NY 10004 Attention: Marc Trevino Fax No. : (212) 291-9157 7. Waiver of Breach. The waiver by any party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any other party. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party hereto to assert any rights hereunder on any occasion or series of occasions. View More

Notices. Any notice by either party to the other shall be in writing and shall be deemed to have been duly given only if (a) delivered personally or (b) sent by registered mail or certified mail return receipt requested in a postage paid envelope or (c) sent by nationally recognized overnight delivery service. Notices shall be sent to the addresses provided on the signature page hereof or to such other addresses as the Lessee or the Lessor, respectively, may designate in writing. Notice shall be deemed... to have been duly given, if delivered personally, on delivery thereof, if mailed, upon the seventh (7th) day after the mailing thereof or if sent by overnight delivery service, the next business day. View More

Notices. Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by any party to the others shall be deemed to have been duly given if given in writing and personally delivered, sent by nationally recognized 6 overnight courier, sent by telecopy, or sent by mail, registered or certified, postage prepaid with return receipt requested, at the address specified beside each party's name below: If to the Company: CVSL Inc. 2400 Dallas Parkway, Suite 230... Dallas, Texas 75093 Attention: Ms. Heidi Hafer If to the Grantee: Roy Damary 24, chemin de Mont-Rose CH-1294 Genthod, Geneva, Switzerland If to the Escrow Agent: CVSL Inc. 2400 Dallas Parkway, Suite 230 Dallas, Texas 75093 Attention: Ms. Heidi Hafer Notices delivered personally or by courier or telecopy shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of 10:00 a.m. on the third business day after mailing. Any party may change its or his address for notice hereunder by giving notice of such change in the manner provided in this paragraph. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered and confirmed to the Representatives at: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Facsimile: (212) 325-4296 Attention: IBCM-Legal Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Facsimile: (646) 201-1469 Attention: General Counsel BofA Securities, Inc. One Bryant Park New York,... New York 10036 Facsimile: (212) 230-8730 Attention: ECM Legal 26 with a copy to Underwriters' counsel at: Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Attention: Gregg A. Noel and Michelle Gasaway Email: gregg.noel@skadden.com and michelle.gasaway@skadden.com or, if sent to the Company, will be mailed or delivered and confirmed to it at: Kismet Acquisition Three Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Attention: Ivan Tavrin Email: tioffice@kismetcg.com with a copy to the Company's counsel at Greenberg Traurig, LLP 1750 Tysons Boulevard, Suite 1000 McLean, VA 22102 Attention: Alan I. Annex and Jason T. Simon Email: annexa@gtlaw.com and simonj@gtlaw.com provided, however, that any notice to an Underwriter pursuant to Section 9 hereof will be mailed or delivered and confirmed to such Underwriter. 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 c/o RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Facsimile: (212) 658-6137, Attention: Transaction Management Group/Scott Primrose; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01; New York, NY 10020, Facsimile: (646) 855-5958; Attention: High Grade Transaction... Management/Legal; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk – 3rd Floor, Facsimile: (212) 834-6081; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management, Facsimile: (704) 410-0326; or, if sent to the Partnership, will be mailed, delivered or telefaxed to (303) 633-2921 and confirmed to it at Brent L. Backes, 370 17th Street, Suite 2775, Denver, Colorado, Attention: General Counsel. 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 the Representatives at c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; c/o Cowen and Company, LLC, 599 Lexington Avenue, 25th Floor, New York, New York 10022; and, in each case, with a copy (which copy shall not constitute notice) to Ropes & Gray LLP,... Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199, Attention: Patrick O'Brien; and if to the Company, shall be delivered, mailed or sent to One Kendall Square, Building 300, Suite 201, Cambridge, Massachusetts 02139, Attention: Geoff MacKay, President and Chief Executive Officer, with a copy (which copy shall not constitute notice) to Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts 02210, Attention: Arthur McGivern. [Remainder of page intentionally left blank] Very truly yours, AVROBIO, Inc. By: /s/ Geoff MacKay Name: Geoff MacKay Title: President & Chief Executive Officer Accepted as of the date hereof Morgan Stanley & Co. LLC Cowen and Company, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Morgan Stanley & Co. LLC By: /s/ Chris Rigoli Name: Chris Rigoli Title: Vice President Cowen and Company, LLC By: /s/ Bill Follis Name: Bill Follis Title: Managing Director SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Morgan Stanley & Co. LLC 2,050,000 Cowen and Company, LLC 1,350,000 Wells Fargo Securities, LLC 650,000 Barclays Capital Inc. 637,500 Wedbush Securities Inc. 312,500 Total: 5,000,000 I-1 SCHEDULE II Time of Sale Prospectus 1. Basic Prospectus dated January 14, 2020. View More

Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail.