Notices Contract Clauses (104,236)

Notices. All notices, request, 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: Michael A. Brochu Douglas O. Stovall, Jr. (b) If to the Corporation to: Augme... Technologies, Inc. 350 7th Avenue, 2nd Floor New York, New York 10001 Attn: Chief Executive Officer or such address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be. -7- 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute the original. View More

Notices. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. All statements, requests, notices and agreements hereunder shall be in writing, and (i) if to the Underwriters shall be delivered or sent by mail or facsimile transmission to the Underwriters in care of Barclays Capital Inc., 745 BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: Debt Syndicate Registration, Desk, Email: new.york.syndicate@bnpparibas.com; BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, NY 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax No. (646) 834-8133; Morgan Stanley & Co. : (212) 901-7881, E-mail: dg_hg_ua_notices@bofa.com; Credit Suisse Securities (USA) LLC, 1585 Broadway, Eleven Madison Avenue, New York, New York 10036, 10010, Attention: Investment Banking Division, IBCM Legal, Fax No. : (212) 507-8999; 325-4296; MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group, Fax No. : (646) 434-3455 and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management, Fax Management/Scott Primrose, Telephone No. : (212) 428-6308; Scotia Capital (USA) Inc., 250 Vesey Street, New York, New York 10281, Attention Debt Capital Markets, E-mail: US.legal@scotiabank.com and TAG@scotiabank.com; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, E-mail: tmgcapitalmarkets@wellsfargo.com; 618-2577, Email: SyndicateOps2@rbc.com and (ii) if to the Company shall be delivered or sent by mail, e-mail or facsimile transmission to the Company, 1111 Louisiana Street, Houston, Texas 77002, Attention: Monica Karuturi, Esq. ; E-mail: monica.karuturi@centerpointenergy.com; Fax No.: (713) 207-0141. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 24 12. Successors. This Agreement shall inure to the benefit of and be binding upon the several Underwriters and the Company and their respective successors and the directors, officers and controlling persons referred to in Section 7 of this Agreement. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be, and being, for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of the 1933 Act or the 1934 Act, and the representations, warranties, covenants, agreements and indemnities of the several Underwriters shall also be for the benefit of each director of the Company, each person who has signed the Registration Statement and the person or persons, if any, who control the Company within the meaning of the 1933 Act. View More

Notices. Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at its principal place of business, Attn: General Counsel, and if to Participant, Optionee, to him, her or it at the address set forth in the signature page hereto.

Notices. Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at its principal place of business, Attn: General Counsel, President, and if to Participant, Optionee, to him, her or it him at the address set forth in the signature page hereto.

Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to Piper Jaffray & Co., 800 Nicollet Mall, Suite 1000, Minneapolis, MN 55402, Jones Trading Institutional Services LLC, 780 Third Avenue, New York, NY 10017, Attention: Equity Capital Markets and separately, General Counsel; and (b) if to the Company shall be delivered or sent by mail, telex, facsimile... transmission or email to CymaBay Therapeutics, Inc., 7999 Gateway Blvd., Suite 130, Newark, CA 94560 Attention: Sujal Shah, Fax: (510) 293-9090, email sshah@cymabay.com; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representative, which address will be supplied to any other party hereto by the Representative upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. 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 in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; in care of Jefferies LLC, 520 Madison Avenue, New York, New York 10022; Attention: General Counsel; and in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282,... Attention: Equity Syndicate Desk, with a copy to the Legal Department; and if to the Maravai Parties Parties, shall be delivered, mailed or sent to the Company at Maravai LifeSciences Holdings, Inc., 10770 Wateridge Circle Suite 200, San Diego, California 92121, Attention: Eric Tardif. Tardif; and if to the Selling Stockholders shall be delivered, mailed or sent to GTCR, LLC, 300 North LaSalle Street, Chicago, IL 60654, Attention: Constantine S. Mihas, Luke Marker, Jim Bonetti, Jeffrey S. Wright and Sean L. Cunningham. View More

Notices. Any notice, consent, request, bill, demand or statement hereunder (each, a "Notice") 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 (in either case with evidence of delivery or refusal thereof) addressed as follows: PAGE 36 If to Landlord: MIT One Broadway LLC c/o Massachusetts Institute of Technology c/o MIT Investment Management Company 238 Main Street, Suite 200... Cambridge, MA 02142 Attention: Steven C. Marsh PAGE 35 With copies to: and Goulston & Storrs Storrs, P.C. 400 Atlantic Avenue Boston, MA 02110 Attention: Daniel D. Sullivan, Colleen P. Hussey, Esquire and: Colliers Meredith & Grew 12 Emily 55 Hayward Street Cambridge, MA 02139 02142 Attention: Kristina Descoteaux if to Tenant: Zafgen, Aileron Therapeutics, Inc. 1 Cambridge Center, Suite 702 281 Albany Street Cambridge, MA 02142 02139 Attention: Matthias Jaffe Steven Kafka With a copy to: Choate, Hall & Stewart, LLP Two International Place Boston, MA 02110 Attention: Henry M. Rosen, Esquire Notwithstanding the foregoing, any notice from Landlord to Tenant regarding ordinary business operations (e.g., (such as exercise of a right of access to the Premises, Premises or maintenance activities, activities or invoices, etc.) but expressly not a default or any notice which may materially impact Tenant's rights hereunder) may also be given by written notice delivered by facsimile 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. Notices shall be effective upon the date of receipt or refusal thereof. View More

Notices. Any notice, consent, request, bill, demand or statement hereunder (each, a "Notice") 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 (in either case with evidence of delivery or refusal thereof) addressed as follows: (a) If to Landlord: MIT One Broadway LLC c/o Massachusetts Institute of Technology Technology, 238 Main Street, Suite 200 200, Cambridge, MA 02142 02142,... Attention: Steven C. Marsh PAGE 35 Marsh; With copies to: (i) Goulston & Storrs Storrs, 400 Atlantic Avenue Avenue, Boston, MA 02110 02110, Attention: Daniel D. Sullivan, Esquire and: Colliers Esquire; and (ii) Meredith 33 & Grew 12 Emily Street Grew, 55 Hayward Street, Cambridge, MA 02139 02142, Attention: Kristina Descoteaux John Sullivan; and (b) if to Tenant: Zafgen, Inc. 1 Cambridge Center, Suite 702 149 Sidney Street, Cambridge, MA 02142 02138-4239, Attention: Matthias Jaffe Peter Courossi. Notwithstanding the foregoing, 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 facsimile to (a) Tenant 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, and (b) Landlord to Colliers Meredith & Grew (or such other managing agent as Landlord may specify from time to time) 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. Notices shall be effective upon the date of receipt or refusal thereof. View More

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an "error" or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage... prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows: If to MAAC or the MAAC Sponsor, MAAC, to: c/o Patient Square Capital 724 Oak Grove Ave, Grove, Suite 130 Menlo Park, California 94025 Attention: Maria Walker Email: maria@patientsquarecapital.com with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Michael Weisser, P.C. ; Ryan Brissette; Sharon Freiman Brissette Email: michael.weisser@kirkland.com; ryan.brissette@kirkland.com; sharon.freiman@kirkland.com 14 ryan.brissette@kirkland.com 8 If to the Company, to: Roivant Sciences Ltd. Suite 1, 3rd Floor Floor, 11-12 St. James's Square Square, London SW1Y 4LB 4LB, United Kingdom Attention: Matthew Gline E-mail: matthew.gline@roivant.com; matthew.gline@roivant.com legalnotices@roivant.com with a copy (which shall not constitute notice) to: Roivant Sciences, Inc. 151 West 42nd Street, 15th Floor New York, NY 10036 Attention: General Counsel Email: jo.chen@roivant.com with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: Derek Dostal; Lee Hochbaum; Brian Wolfe Email: derek.dostal@davispolk.com; Email:derek.dostal@davispolk.com; lee.hochbaum@davispolk.com; brian.wolfe@davispolk.com if If to a Shareholder other than the MAAC Sponsor, Shareholder, to the address on the Shareholder's signature page hereto; hereto or to an address of such Shareholder in the books and records of the Company; or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. View More

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an "error" or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage... prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows: If to MAAC or the MAAC Sponsor, MAAC, to: c/o Patient Square Capital 724 Oak Grove Ave, Grove, Suite 130 Menlo Park, California 94025 Attention: Maria Walker Email: maria@patientsquarecapital.com with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Michael Weisser, P.C. ; Ryan Brissette; Sharon Freiman Brissette Email: michael.weisser@kirkland.com; ryan.brissette@kirkland.com; sharon.freiman@kirkland.com 14 ryan.brissette@kirkland.com 8 If to the Company, to: Roivant Sciences Ltd. Suite 1, 3rd Floor Floor, 11-12 St. James's Square Square, London SW1Y 4LB 4LB, United Kingdom Attention: Matthew Gline E-mail: matthew.gline@roivant.com; matthew.gline@roivant.com legalnotices@roivant.com with a copy (which shall not constitute notice) to: Roivant Sciences, Inc. 151 West 42nd Street, 15th Floor New York, NY 10036 Attention: General Counsel Email: jo.chen@roivant.com with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: Derek Dostal; Lee Hochbaum; Brian Wolfe Email: derek.dostal@davispolk.com; lee.hochbaum@davispolk.com; brian.wolfe@davispolk.com if If to a Shareholder other than the MAAC Sponsor, Shareholder, to the address on the Shareholder's signature page hereto; hereto or to an address of such Shareholder in the books and records of the Company; or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. View More

Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail, or personally delivered to the party entitled thereto, at the address stated below or to such changed address as the addressee may have given by a similar notice: To the Company: President Provectus Pharmaceuticals, NN, Inc. 7327 Oak Ridge Highway, Suite A Knoxville, Attn:... Gail Nixon 207 Mockingbird Lane Johnson City, TN 37931 37604 To the Executive: Eric John A. Wachter, Ph.D. C/o Provectus Pharmaceuticals, Inc. 7327 Oak Ridge Highway Knoxville, Tennessee 37931 10. Manzi 49 Falcon Lane Cranston, RI 02921 16. Successors: Binding Agreement. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in the form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. For purposes of this Agreement, "Company" shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section paragraph or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder if he had continued to live, all such amounts, except to the extent otherwise provided under this Agreement, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee, or if there be no such designee, to the Executive's estate. View More

Notices. Any notice, request, request or other document to be given hereunder to any party hereto shall be given in the manner specified in Section 7.01 of 15of the TRA. License Agreement. Any party hereto may change its address for receiving notices, requests, requests and other documents by giving written notice of such change to the other parties hereto in accordance with the TRA. hereto.

Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Cowen and Company, LLC, 599 Lexington Avenue, New York, New York 10022, Attention: Head of Equity Capital Markets, Fax: (646) 562-1249 with a copy to the General Counsel, Fax: (646) 562-1130, (ii) 562-1130; SVB Leerink LLC, 1301 Avenue of the Americas, 12th Floor, One Federal Street, 37th Floor Boston,... Massachusetts 02110, Attention: John I. Fitzgerald, Esq., Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10019, 10010-3629, Attention: Stuart R. Nayman , (iii) Evercore Group L.L.C., 55 East 52nd Street, New York, New York 10055, Attention: Kenneth A. Masotti, Esq. (fax: 212-857-3101), LCD-IBD, Fax: [•], and (iv) Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention of Equity Syndicate, Fax: (212) 214-5918; (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to Avidity Biosciences, Inc., 10975 N. Torrey Pines Road, Suite 150, La Jolla, California, 92037 Attention: General Counsel; 33 32 provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More