Miscellaneous Notices Clause Samples
The Miscellaneous Notices clause defines the procedures and requirements for how formal communications between the parties to a contract must be delivered and received. Typically, it specifies acceptable methods of notice, such as email, postal mail, or courier, and may require that notices be sent to designated addresses or contacts listed in the agreement. This clause ensures that both parties have a clear and agreed-upon process for sending and receiving important information, reducing the risk of misunderstandings or disputes about whether proper notice was given.
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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: ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ If to the Company: Software Spectrum, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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. The Awardee shall furnish to RUS:
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. (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 of 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 Employee and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 14 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 Employee as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other employee benefits of Employee 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,
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. 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 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 ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇.▇▇▇▇.▇▇ 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. ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ Spice Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ if to the Administrative Agent or Collateral Agent, for all other notices, to (ii) MUFG Bank, Ltd. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇.▇▇▇▇.▇▇ with a copy to: MUFG Union Bank, N.A. Attn: Corporate Trust -107-
Miscellaneous Notices. Except in the case of notices and other communications expressly permitted toSECTION 9.01 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) EverCommerce Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ With copies to: Silver Lake Partners 55 ▇▇▇▇▇▇ Yards ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (b) If to the Administrative Agent, to: Royal Bank of Canada, as Administrative Agent 4th Floor, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Manager, Agency Services Group Fax: ▇▇▇-▇▇▇-▇▇▇▇ 147 Exhibit 10.1 Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (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: Royal Bank of Canada 4th Floor, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Manager, Agency Services Group Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (d) 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 serving as such Issuing Bank or is an Affiliate thereof); and (e) If to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business...
Miscellaneous Notices. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (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, as follows:
Miscellaneous Notices. (a) Except in the case of notices and otherSECTION 9.01. communications expressly permitted to be given by telephone or Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein 112
(i) if to any Loan Party, to it in case of the Borrower at: Potbelly Sandwich Works, LLC ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 60606 Attention: ▇▇▇▇▇▇▇ CoyneSteve Cirulis, CFO Fax No: ▇▇▇.▇▇▇.▇▇▇▇ E-Mail: ▇▇▇▇.▇▇▇▇▇@Potbelly Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: Potbelly Sandwich Works, LLC ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 60606 Attention: Matt RevordAdiya ▇▇▇▇▇, SVP General Counsel, Chief Legal Officer & Secretary Fax No: ▇▇▇.▇▇▇.▇▇▇▇ E-Mail: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (ii) if to the Administrative Agent or Chase in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at: ▇▇ ▇. ▇▇▇▇▇▇▇▇, 35th Floor Chicago, Illinois 60603 Attention: ▇▇▇▇▇▇▇▇ Deck Fax No: ▇▇▇.▇▇▇.▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇.▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Suite 7100 Chicago, Illinois 60606 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Fax No: ▇▇▇.▇▇▇.▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (iii) if to any other Lender or Issuing Bank, to it at its address or fax 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, (ii) sent 113
(a) No failure or delay by theSECTION 9.02. Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose f...