1Notice. This Option may be exercised by Optionee in whole or in part from time to time, subject to the conditions contained in this Agreement, by delivery, in person, by electronic transmission, or through the mail, to the Company at its principal executive office in Minneapolis, Minnesota (Attention: Chief Financial Officer), of a written notice of exercise. Such notice must be in a form satisfactory to the Board, must identify the Option, must specify the number of Shares with respect to which the Option is being exercised, and must be signed by the person so exercising the Option. Such notice must be accompanied by payment in full of the total exercise price of the Shares purchased based on the Exercise Price per Share. In the event that the Option is being exercised, as provided by Sections 4 and 6 of this Agreement, by any person or persons other than Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option.
1Notice. Any notices required or permitted hereunder shall be in writing and shall be sufficiently given if (i) personally delivered, or (ii) mailed to the other Party by United States mail, certified or registered mail, return receipt requested, or (iii) by email delivery, or (iv) by facsimile delivery; all to the addresses set forth below: Seller:Buyer: Black Hawk Consolidated Mines CompanySanta Fe Acquisitions, LLC x/x Xxxxxx Xxxxxxx/x Xxxxxx Xxxxxxxxxx Xxx 00000 X. Xxxxxx Street Colgate, WI 53017Silver Xxxx, XX 00000 Tel: 262-255-4298Phone: 000-000-0000 Fax: 262-255-7469Email: Xxxxxx@xxxx-xx.xxx Email: Xxxxxxxx@xxxxxx.xxx With a copy to: Attorney Xxxxx X. Xxxxxx Xxxxxx Law Xxxxxx 000 X. Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Tel: Tel: 000-000-0000 Fax: 000-000-0000 Email: xxxx@xxxxxxxxx.xxx
1Notice. For the purposes of this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Company: HERITAGE COMMERCE CORP 000 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 Attn: Chief Executive Officer [***] Bank: HERITAGE BANK OF COMMERCE 000 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 Attn: Chief Executive Officer [***] Executive: Xxxx Xxx 000 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 [***]
1Notice. The Party seeking indemnification under Section 10.1 or Section 10.2 (the “Indemnified Party”) shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such Section within [*] after receiving written notice of such Third Party Claim, it being understood and agreed, however, that the failure or delay by an Indemnified Party to timely give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure or delay to give notice.
1Notice. If a Third Party commences, or threatens to commence, any proceeding against a Party alleging infringement of such Third Party’s intellectual property by the Exploitation by a Party, its Affiliates, subcontractors or Sublicensees of any Licensed Product, the Party against whom such proceeding is threatened or commenced will give prompt notice to the other Party.
1Notice. Each Party will promptly notify the other Party in writing of any knowledge it acquires of any actual or potential Competitive Infringement by a Third Party (the “Infringement Notice”).
1Notice. Each Party shall notify the other within [*] after becoming aware of any alleged or threatened infringement by a Third Party of any UPenn Patent or Gemma Collaboration Patent (an “Infringement Notice”), which infringement adversely affects or could reasonably be expected to adversely affect the Development, Manufacture or Commercialization of any Licensed Product for the Indication in the Field of Use in the Territory, or any related declaratory judgment or equivalent action alleging the invalidity, unenforceability or non-infringement of any such Patent Right (each a “Competitive Infringement”).
1Notice. At any time after the Facility has achieved Commercial Operation, and if at such time PGE has the right to terminate this Agreement due to an Event of Default, then prior to and in lieu of exercising the termination right related to such Event of Default, PGE shall have the right, but not the obligation, to assume control of and operate the Facility as agent for Seller under the terms and conditions set forth herein (“Step-In Rights”). If PGE contemplates exercising its Step-In Rights under this Section 9.4, PGE shall give Seller at least ten (10) Days’ advance notice thereof.
1Notice. The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised. Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.
1Notice. Each Party shall promptly notify the other Party in writing within [*] after receiving a notice of a claim or assertion that any Licensed Product, or any Passage Technology, infringes or misappropriates any Third Party’s Patent Rights or other intellectual property rights in any country (“Third Party Infringement Claim”), which notice shall include a copy of any summons or complaint (or the equivalent thereof), including, if applicable, a certified translation into English, received regarding the foregoing. Thereafter, the Parties shall promptly meet to consider the Third Party Infringement Claim and the appropriate course of action and may, if appropriate, agree on and enter into a “joint defense agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute. The Parties shall assert and not waive the joint defense privilege, attorney work-product doctrine, attorney client privileges or any other privileges or protections that may apply with respect to any communications between the Parties in connection with the defense of such claim or assertion.
