Instructions; Notices. All instructions, notices, requests or other communications (“Deliveries”) desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission, (d) electronic mail or (e) personal delivery, with receipt acknowledged in writing, to the following addresses:
(i) if to Discover Bank: Discover Bank 12 Read’s Xxx Xxx Xxxxxx, Xxxxxxxx 00000 Attention: Secretary Facsimile: (000) 000-0000 E-mail: dxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
(ii) if to the Owner Trustee: Wilmington Trust Company Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Fax: (000) 000-0000 E-mail: jxxxx@xxxxxxxxxxxxxxx.xxx All Deliveries will be deemed given when actually received or refused by the party to whom the same is directed (except to the extent sent by certified or registered mail, return receipt requested, postage prepaid, in which event such Deliveries will be deemed given three days after the date of mailing and except to the extent sent by telecopy or other facsimile transmission, in which event such Deliveries will be deemed given when answer back is received). Either party may designate a change of address or supplemental address by notice to the other party, given at least fifteen (15) days (or such shorter period of time as such other party shall agree to) before such change of address is to become effective.
Instructions; Notices. 19 Section 12.03 Severability.............................................................................20 Section 12.04
Instructions; Notices. Any Credit Party shall have failed to give instructions (including, without limitation, Irrevocable Instructions) or any notice to the Administrative Agent or any Lender as required by this Agreement or the other Credit Documents, or to deliver any required reports hereunder, on or before the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement or the other Credit Documents and any such failure continues unremedied for a period of two (2) Business Days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to any Credit Party by the Administrative Agent and (ii) the date on which any Credit Party becomes aware thereof. In making a determination as to whether an Event of Default has occurred, the Administrative Agent and the Lenders shall be entitled to rely on reports published or broadcast by media sources believed by the Administrative Agent and/or any Lender to be generally reliable and on information provided to it by any other sources believed by it to be generally reliable, provided that the Administrative Agent and/or the Lender reasonably and in good faith believes such information to be accurate and has taken such steps as may be reasonable in the circumstances to attempt to verify such information. Notwithstanding anything contained in the Credit Documents to the contrary, unless waived by the Administrative Agent in its discretion, neither the Credit Parties nor any other Person shall be permitted to cure an Event of Default after the acceleration of any of the Obligations.
Instructions; Notices. Except as hereafter provided, any directions, instructions or notices which the Parties or any other duly authorized person is required or permitted to give to the Escrow Agent under this Escrow Agreement (the "Instructions") shall be in writing and shall be deemed effective upon receipt by the Escrow Agent; provided, however, that the Escrow Agent in its discretion may act upon oral Instructions if it believes them to be genuine, but the Escrow Agent shall not be required to do so. If the Escrow Agent requires, all oral Instructions are to be promptly confirmed in writing, but the Escrow Agent shall not be liable for any action or any failure to act in accordance with oral Instructions, even though it fails to receive written confirmation from the Parties. The Escrow Agent shall be provided with specimen signatures of the authorized representatives of the Parties. The Escrow Agent shall be entitled to rely in good faith upon any Instructions signed by any authorized representative of the Parties, and shall incur no liability for following such directions. Any written notices, affidavits or other communications hereunder shall be deemed to have been duly given if delivered or mailed first class, certified mail, postage prepaid, addressed in accordance with the addresses listed in the Purchase Agreement with the addition that: Notice to the Escrow Agent shall be at
Instructions; Notices. (i) Except as otherwise expressly provided herein, Bank will not be required to act upon any notice or instruction received from Company or any other person, or to provide any notice or advice to Company or any other person with respect to any matter.
(ii) Bank will be entitled to rely on any oral or written notice, response, or other communication believed by it to be genuine and to have been provided by an authorized representative of Company (each an “Authorized Representative”). Bank will not be liable for any losses, claims, expenses or damages resulting from Company’s failure to give such notice to Bank.
(iii) Company will not appoint any non-employee agent to initiate any Entries on its behalf without Bank’s prior written consent. Company agrees that it will be solely responsible for all acts of such third party and agrees to indemnify and hold Bank harmless from any expenses, costs (including, but not limited to, in-house legal services), fees, losses, claims or damages which Bank may incur as a result of any act or omission of such third party. Notwithstanding the foregoing, Company understands and agrees that Bank may refuse to accept any Entry or request from such third party, with or without cause or prior notice.
(iv) Except as otherwise provided herein, any notice under this Agreement must be in writing and delivered by express carrier, faxed or sent by United States mail to the other party at the address set forth at the end of this Agreement, unless another address is substituted by written notice delivered or sent as provided herein.
(v) Notice must comply with Security Procedures. Except as otherwise provided herein, any such notice will be deemed given when received. Excepting Company’s faxed ACH Transmittal Register form, faxed notices will not be deemed received unless acknowledged by fax or otherwise in writing.
Instructions; Notices. All instructions, notices, requests or other communications (“Deliveries”) desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses:
(i) if to Capital One Funding: Capital One Funding, LLC 000 Xxxx Xxxxx Xxxxx, Xxxx 0000-X Xxxx Xxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 (ii) if to the Owner Trustee: Deutsche Bank Trust Company Delaware
Instructions; Notices. A. All notices given under the Agreement will be effective immediately if delivered personally or if sent by confirmed facsimile or electronic transmission and will be deemed effective three business days after mailing first class with postage prepaid or one business day after deposit for delivery by an overnight delivery service, so long as it is properly addressed to the party to receive the notice at the last address provided by the party. We are not required to confirm that any instruction from you or your Representative was authorized by you. We will only act on an original written direction from you to close your Account or to transfer substantially all the assets of your Account.
B. You will give us written notice of the name and title of each person who is authorized to act on your behalf under the Agreement. Your authorization may be changed only through written notice to us from you. Both the original written notice and the written notice of changes must be in a form acceptable to us.
C. Addresses for notice are provided on the signature pages to the IMA Form. Changes to the addresses for notice may be made by any party by written notice to all other parties.
Instructions; Notices. All instructions, notices, requests or other communications ("Deliveries") desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses:
(i) if to Capital One Funding: Capital One Funding, LLC 000 Xxxx Xxxxx Xxxxx, Xxxx 0000 Xxxx Xxxxx, Xxxxxxxx 00000 Facsimile: (___) ___-____
(ii) if to the Owner Trustee:
Instructions; Notices. Notwithstanding anything to the contrary as set forth in this Section 4.1, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including but not limited to any such transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3.1 of this Escrow Agreement, may be given to the Escrow Agent only by (a) hand delivery to the address and person shown in Section 4.1.2 below, (b) prepaid certified mail, return receipt requested, to the address and person shown in Section 4.1.2 below, or (c) confirmed facsimile to the facsimile number and person shown in Section 4.1.2 below. No instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction in accordance with this Section 4.1 and in the case of notice by facsimile, as further evidenced by a confirmed transmittal to that number.
4.1.1. In the event transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 3 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 3, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone callback to any one or more of the Parties’ executive officers (“Executive Officers”), as the case may be, which shall consist of the titles of Chief Executive Officer or President, as the Escrow Agent may select. Such “Executive Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
Instructions; Notices. All instructions, notices, requests or other communications desired or required to be made or provided under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses:1 If to the Xxxxxx Trustee: Xxxxx Xxxxx 0000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 00000 Facsimile 972.755.8401 If to TD or TD Spouse: Xxxxxx X. Xxxxxx and Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxx ________________________ 1 Notice addresses/contacts to be confirmed. Xxxxxx, Xxxxx 00000 Facsimile 214.237.3787 If to Xxxxxx DFS LP: 0000 X. Xxxxxxxx Freeway, Suite 1100-N Dallas, Texas 75247 Facsimile 214.237.3787 If to Xxxxxx Management LLC: 0000 X. Xxxxxxxx Freeway, Suite 1100-N Dallas, Texas 75247 Facsimile 214.237.3787 If to Bank: Loans Department, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxx Telephone 000.000.0000 Facsimile 212.350.3674
