Miscellaneous Notices. The Awardee shall furnish to RUS:
Miscellaneous Notices. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Xxxxx X. Xxxxx 0000 Xxxxx Xxxx XxXxxxxx, Xxxxx 00000 If to the Company: Software Spectrum, Inc. 0000 Xxxxxxx Xxxxx Garland, Texas 75041 Attention: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executives employment with the Company terminates, then the Executive shall have no further rights under this Agreement.
Miscellaneous Notices. Except in the case of notices and other communications expressly permittedSECTION 9.01 to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmission, as follows: If to any Loan Party, to:(a) -148- N-able International Holdings II, LLC 000 Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@x-xxxx.xxx With copies to: Silver Lake Partners 00 Xxxxxx Xxxxx 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Xxxx Xxxxxxxx Email: Xxxx.Xxxxxxx@XxxxxxXxxx.xxx Xxxxx Xxxxx, LLC 000 Xxxxxxxxxx Xxxxxx, 32nd Floor San Francisco, CA 94111 Attn: Xxxxx Xxxx Email: xxxxx@xxxxxxxxxx.xxx Ropes & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxx: (000) 000-0000 Email: xxxxx.xxxx@xxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxx.xxx (b) If to the Administrative Agent, to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (c) If to the Administrative Agent, solely with respect to Borrowing Requests, Interest Election Requests, Notices of Loan Prepayments, Specified Discount Prepayment Notices, Solicited Discounted Prepayment Notices and Acceptance and Prepayment Notices, to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (d) If to the Swingline Lender, solely with respect to Borrowing Requests and Notices of Loan Prepayments, to: -149- JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (e) If to any Issuing Bank, to it at its address (or fax number or email address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, and the Borrower (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is servin...
Miscellaneous Notices. (a) This Agreement and any instrument delivered pursuant to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of law rules thereof. Each party hereto submits to the venue and jurisdiction of the State courts sitting in New Jersey as the sole and exclusive forum for any disputes arising under this Agreement, and further agrees that, in the event of any action or suit as to any disputes arising under this Agreement between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party's refusal to accept any such notice shall be equivalent to service. The parties hereby waive, to the fullest extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue, the inconvenience of the forum or jurisdiction of such State courts.
(b) This Agreement shall extend to, be binding upon and inure to the benefit of Executive and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 with respect to transfer of this Agreement or any rights hereunder), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction.
(c) This Agreement and the Plan contain the entire agreement of the parties with respect to the subject matter hereof. No waiver, modification or change of any provision of this Agreement will be valid unless in writing and signed by both parties.
(d) No value deemed to be received by Executive as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other Executive benefits of Executive are determined.
(e) The waiver of any breach of any duty, term or condition of this Agreement shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Agreement.
(f) All notices pursuant to this Agreement will be in writing and will be sent by personal delivery or by prepaid registered or certified mail, return receipt requested, addressed to the parties hereto at the addresses set forth beneath their names on the signature page hereto or to such other...
Miscellaneous Notices. The following disclosure is made for the purpose of complying with the provisions of Section 5.010(d) of the Texas Property Code and is not intended to and does not alter or affect the rights and obligations of Buyer and Seller:
Miscellaneous Notices. Any modifications, amendments, addendum or follow on contracts will be executed by the two authorised signatories respectively. When signed and referenced to this Agreement, whether received by mail or facsimile transmission as all and any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall be considered as an original, both legally binding and enforceable for the term of this Agreement.
Miscellaneous Notices. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon You and Your respective successors and assigns, and shall inure to the benefit of Us and Our successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. You acknowledge receipt of a copy of this Agreement. Notices, requests or other communications hereunder shall be made in accordance with the provisions relating to notice set forth in the Guaranty. Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party.
Miscellaneous Notices. Except in the case of notices and other communications expressly permitted to(a) be given by telephone (and subject to clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: if to any Loan Party, to it in care of the Borrower at: Clean Harbors, Inc. 40 Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000-0000 Attention: Chief Financial Officer Facsimile No: (000)-000-0000 with a copy to: Dxxxx, Mxxx & D’Xxxxxxxx, P.C. Oxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: C. Mxxxxxx Xxxx Facsimile No: (000) 000-0000 if to the Agent, to it at: Gxxxxxx Sxxxx Lending Partners LLC 200 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: SBD Operations Facsimile No: (000) 000-0000 E-Mail Address for Borrowing Requests and Interest Election Requests: gx-xxxxxxxxx-xxxxxxxxxxxxxx@xx.xxxxx.xx.xxx if to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire. All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile -116-
Miscellaneous Notices. Except in the case of notices and other communications expressly permitted to be given (a) by telephone (and subject to clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or electronic mail, as follows, provided, that, subject to clause (b) below, t he B orrower m ay d eliver B orrowing R equests a nd p repayment/repayment n otices t o t he Administrative A gent b y e -mail p ursuant t o p rocedures a greed u pon b y t he B orrower a nd t he Administrative A gent (with e -mails, o n a nd a fter the E ffective D ate, to be sent to the Administrative Agent care of XxxxxxXxxx@xx.xx.xxxx.xx or such other designee as the Administrative Agent may select from time to time (with notice thereof to the Borrower)): if to any Loan Party, to it, or to it in care of the Borrower: (i) MaxLinear, Inc. 0000 Xx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Spice Telephone No.: (000) 000-0000 with a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. 000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxx Xxx Telephone No.: (000) 000-0000 if to the Administrative Agent or Collateral Agent, for all other notices, to (ii) MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Tel: (000) 000-0000 Email: XxxxxxXxxx@xx.xx.xxxx.xx with a copy to: MUFG Union Bank, N.A. Attn: Corporate Trust -107-
Miscellaneous Notices. (a) Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
(b) All notices and other communications hereunder shall be in writing and effective only upon receipt, and, (i) if sent to the Representatives on behalf of the Underwriters, will be mailed or transmitted by any standard form of telecommunication to you in care of Xxxxxxx Xxxxx & Co. LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Control Room, in care of Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, Facsimile: ###, in care of BofA Securities, Inc., Xxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department, Facsimile: ### with a copy to Attention: ECM Legal, Facsimile: ### and in care of X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxx, Facsimile: ### and (ii) if sent to the Company, will be mailed or transmitted by any standard form of telecommunication to the Company at 0 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx 00000, facsimile no. ###, attention of the Treasurer.
