Notice and Acceptance. Notices under this Agreement may be given by electronic transmission, including email, fax or response on the Club’s website, or by postal mail to the last known applicable address of the party to be notified and shall be deemed to be received on the next business day after sending, in the case of electronic transmission, and on the third business day after sending in the case of postal mail. Electronic transmissions of this Agreement to the Club shall have the same effect as sending a signed copy hereof by postal mail. This Agreement shall be deemed to be accepted by the Club upon processing payment of the Membership Fee, or the first installment thereof, as applicable, or, in the case of a new Member, approval of such Member in accordance with the Club’s By-Law, whichever is later. This constitutes the entire Agreement between the Member and the Club, no oral promises or verbal agreements are part of this Membership Agreement.
Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title, estate or interest in or to any portion of the Land is and shall be conclusively deemed to have consented and agreed to every covenant, regulation and restriction contained herein, provided reference to these Regulations and Restrictions is contained in the original conveyance from Landlord to the first Tenant.
Notice and Acceptance. Except as provided for in Subsections 6.10(b) or 6.10(c) the Company shall not, directly or indirectly, effect the grant, issuance or sale any securities of the Company that would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (an “Issuance”) unless the Company has offered the Purchaser in writing (each such written offer, an “Offer-Notice”) the right to subscribe on terms no less favorable to the Purchaser than the terms of the Issuance for the number of securities of the kind comprising the Issuance (“Offered Securities”) that allows the Purchaser to maintain its proportion of ownership of ordinary shares in the Company on an as-converted basis (or in connection with securities that are not convertible into or exercisable or exchangeable for ordinary shares, on a basis to be determined) (an “Offer”). To accept an Offer, in whole or in part, the Purchaser must deliver a written notice to the Company prior to the end of the fifth (5th) Trading Day after the Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the number of Offered Securities that the Purchaser elects to purchase (the “Notice of Acceptance”), which acceptance will be subject to the proposed Issuance proceeding. If a proposed Issuance is only completed in respect of a lesser number of securities than was proposed the number of securities accepted (and the amount to be paid by the Purchaser) will be reduced automatically to the number of securities required for the Purchaser to maintain its proportionate ownership in the Company on an as-converted basis (or in connection with securities that are not convertible into or exercisable or exchangeable for ordinary shares, on the basis determined as provided for in Section 6.10(a)), and the Notice of Acceptance will be deemed to have been amended accordingly. The Purchaser will pay the issue price for the number of securities accepted (or deemed reduced number) in clear and immediately available funds on or before the later of the date upon which the securities which are the subject of the Issuance are to be issued to the Purchaser or a date notified to the Purchaser by the Company in writing. Failure to make payment for the securities by the applicable date will reli...
Notice and Acceptance. Shareholders must respond, if at all, to the --------------------- Notice within thirty (30) days of receipt, informing the Company in writing how many Shares they wish to purchase, which may be more or less than their Entitlement (an "Acceptance"). Such Acceptances, once given, shall be irrevocable by the Shareholder. If, with respect to any Notice, Shareholders fail to give Acceptances within the requisite time period, in respect of all Shares offered, the Company shall have ninety (90) days after the expiration of the time in which the Acceptances are required to be delivered, in which to sell the number of Shares for which Acceptances have not been received at a price not less than that described in the Notice to such persons as holders of a majority of the Shares held by Shareholders who have submitted Acceptances shall approve.
Notice and Acceptance. During calendar year 2014, Landlord shall give Tenant notice of the availability of such space, including the approximate size and location, and the projected delivery date, of such space, Following receipt of such notice, Tenant shall have ten (10) business days in which to notify Landlord of its acceptance of such space. (The date on which Landlord receives such notification is referred to in this Agreement as the “Acceptance Date.”) The failure of Tenant to give such notice within such ten (10) day period shall be deemed to be a rejection of such space. If Tenant rejects or is deemed to have rejected such space, such option shall terminate and cease to have any further force or effect. If Tenant notifies Landlord in a timely manner of its acceptance of such space, Landlord shall deliver to Tenant exclusive possession of such space on the Acceptance Date, and Landlord and Tenant shall promptly enter into the West Lease, with a commencement date as of the earlier of either of the following dates (the earlier, “Commencement Date—Millrock West”):
(a) the date by which both of the following have occurred; (i) a certificate of temporary occupancy for such space has been issued by the City of Xxxxxxxx; and (ii) the parking stalls constituting Tenant’s Parking Stall Allocation (as defined in the Form Lease) for such space are, in fact, available for use by Tenant; or
(b) the date that is the later of (i) eighty-five (85) days after the Acceptance Date, or (ii) October 1, 2014.
Notice and Acceptance. Forthwith following the receipt of notice of a Third Party Claim, the party receiving the notice of the Third Party Claim shall promptly notify the other party of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice, and if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnified Party shall tender the defense of a Third Party Claim to the Indemnifying Party. If the defense of a Third Party Claim is so tendered and within thirty (30) days thereafter such tender is accepted by the Indemnifying Party, then, except as herein provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend and litigate such Third Party Claim; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnification obligation for any Damages resulting from such Third Party Claim as provided under this Article 8; and provided, further that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (iv) the specified damages of such Third Party Claim exceeds an amount equal to the Escrowed Remainder less the sum of (A) the amount subject to any other Claims outstanding with respect to such Indemnification Escrow Amount plus (B) the reasonably anticipated expenses for litigation of such Claim. The Indemnifying Party shall conduct any such defense in good faith, with appropriate diligence and in the best interest of the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party in accordance with this Article 8; provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend and l...
Notice and Acceptance. Developer shall notify the Village in writing of the 376 completion of the Dedicated Improvements described on Exhibit 8. Within fourteen (14) days of 377 the date of such notice, the Village shall inspect and/or re-inspect as necessary any Dedicated 378 Improvement described in Developer’s notice and prepare and deliver to Developer a written 379 punch list of repairs necessary to bring such improvement into substantial conformance with the 380 Plans and Specifications. Upon Xxxxxxxxx’s written notice to the Village that all punch list 381 repairs for all such Dedicated Improvements are complete, and following satisfactory completion 382 of any applicable re-inspection, the Village shall within twenty (20) days following the date of 383 such notice and subject to inspection and approval of the Village, by resolution, accept the 384 dedication of all completed Dedicated Improvements. Simultaneous with the acceptance by the 385 Village of any sanitary sewer improvement on the Property, Developer shall, at its sole expense, 386 furnish to the Village one set of “as built” plans for the applicable sanitary sewer improvement in 387 an electronic format acceptable to the Village.
Notice and Acceptance. If AlayaCare makes a material change to this Agreement, it will post the amended terms on the Website. IF ANY MODIFICATION IS UNACCEPTABLE TO DEVELOPER, ITS ONLY RECOURSE IS TO CEASE ALL USE OF THE INTERFACE AND TERMINATE THIS AGREEMENT. DEVELOPER’S USE OF THE INTERFACE AND DEVELOPER APP AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.
Notice and Acceptance. Buyers may accept the Company’s offer as to the total number of Pre-Emptive Right Shares, Subsequent Offering Shares, or Subsequent Over-Allotment Shares (together, the “Subsequent Shares”) offered to it, or any lesser number, by written notice (“Acceptance Notice”) given to the Company within two (2) business days following receipt of the notice from the Company pursuant to Section 1.2(a)(i), (ii) or (iii), as applicable. The Acceptance Notice shall specify the number of Pre-Emptive Right Shares, Subsequent Offering Shares, or Subsequent Over-Allotment Shares, as applicable, that Buyers agree to purchase.
Notice and Acceptance. 399 At the end of the SAP’s construction timeline, Developer shall notify the Village 400 in writing of the completion of any Public Improvements described as such in the 401 Plans and Specifications attached hereto as Exhibits. Within seven (7) days of the 402 date of such notice, the Village shall inspect and/or re-inspect as necessary any 403 Public Improvements described in Developer's notice and prepare and deliver to 404 Developer a written punch list of repairs necessary to bring such Public 405 Improvements into conformance with the Plans and Specifications. Upon 406 Developer's written notice to the Village that all punch list repairs for any such 407 public improvement are complete, and following satisfactory completion of any 408 applicable re-inspection, the Village shall, no later than forty-five (45) days 409 following the date of such notice and subject to the re-inspection and approval of 410 the Village, by separate resolution, accept the dedication of such Public 411 Improvement. Simultaneous with the acceptance by the Village of any sanitary 412 sewer improvement on the Property, Developer shall, at its sole expense, furnish 413 to the Village one complete electronic file containing all "as built" plans. 414
