Notice by Parties. 21.1.1 Any notice, request, instruction or other document to be given by HOC to the SOC, or to be given by the SOC or other Counsel to HOC, shall be in writing and delivered by mail, by Federal Express, to the extent specified hereunder, by electronic mail, as follows, or as otherwise instructed by a notice delivered to the other Party pursuant to this subsection: 21.1.1.1 If to HOC (to each of the following): Xxx X. Xxxxxxx, Esq. Xxxxxxx P.C. Xxx Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Xxxx X. Xxxx, Esq. Xxxxxxx P.C. Xxx Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxx@xxxxxxxxxx.xxx 21.1.1.2 If to the SOC (to each of the following): Xxxxx Xxxxxx, Esq. Xxxxx & Xxxxxxxxx 000 Xxxxxxxx Xxx Xxxx, XX 00000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxx X. Xxxxxxx, Esq. Xxxxxx & Flowers 000 X Xxxxxx Xx. #1515 Chicago, IL 60606 Phone: 000-000-0000 Facsimile: 630-845-8982 Email: xxx@xxxxxx-xxxxxxx.xxx 21.1.2 Any notice to be given by any Administrator of the Settlement Program to either HOC and/or the SOC shall be given to the liaison committee comprised of representatives of both HOC and SOC referred to in Section 11.5.4 by a method identified in Section 21.1.1. 21.1.3 HOC may for all purposes of this Agreement treat the Counsel specified in accordance with Section 1.2.15 as such Enrolled Claimant’s Counsel, unless and until otherwise advised by both such Enrolled Claimant and such counsel. 21.1.4 Any notice, request, instruction or other document to be given by any Party or any Administrator to any Enrolled Claimant or his/her Counsel hereunder, shall be in writing and delivered by mail, by Federal Express, by electronic mail, or by posting on the electronic web portal created by the Claims Processor, and such Party or Administrator may rely on the mailing, and/or email addresses and/or numbers that were last provided by the Enrolled Claimant or his/her Counsel to the Claims Processor, and shall have no obligation to (but in its sole and absolute discretion may) take other steps to locate Enrolled Claimants or Counsel whose mail, or electronic mail has been returned as undelivered or undeliverable. Each Enrolled Claimant and (if applicable) his/her Counsel shall have the responsibility to keep the Claims Processor informed of the correct mailing, and email addresses and numbers for both such Enrolled...

Notice by Parties. 14.1.1 Any notice, request, instruction or other document to be delivered pursuant to this Agreement shall be sent to the appropriate party as follows, or as otherwise instructed by a notice delivered to the other Party pursuant to this Section 14.1.1. Notice may be provided by: (i) U.S. first class, certified mail, return receipt requested; (ii) to the extent specified hereunder, electronic mail (provided evidence of delivery is provided to the sender); (iii) facsimile, with a confirming copy sent within one day by regular U.S. mail; (iv) prepaid courier; (v) Federal Express; or (iv) personal delivery: 14.1.1.1 If to Bayer: Xxxx Xxxxxx – xxxxxxx@xxxxxxxxx.xxx 14.1.1.2 If to any Enrolled Claimant represented by Counsel: To such Enrolled Claimant’s Counsel as reflected on such Enrolled Claimant’s Enrollment and Claims Form. 14.1.1.3 If to the NCC: Xxx Xxxxxxx – xxxxxxxx@xxxxx.xxx Xxxx Xxxxxx – xxxxxx@xxxxx.xxx 14.1.1.4 If to an Enrolled Claimant who is not represented by Counsel: To such address as is reflected on such Enrolled Claimant’s Enrollment and Claims Form. 14.1.2 Bayer may for all purposes of this Agreement treat the counsel specified in accordance with Section 2.3 as such Enrolled Claimant’s Counsel, unless and until otherwise advised by both such Enrolled Claimant and such counsel. 14.1.3 Any notice, request, instruction or other document to be given by any party or any Claims Administrator to any Enrolled Claimant or his Counsel hereunder, shall be in writing and delivered in accordance with the terms of Section 14.1.1 above, and such party or Claims Administrator may rely on the contact information last provided by the Enrolled Claimant or his Counsel to such party or Claims Administrator, as applicable, and no party nor any Claims Administrator shall have any obligation to (but in its sole and absolute discretion may) take other steps to locate Enrolled Claimants or Counsel as to whom notices, requests, instructions or other documents have been returned as undelivered or undeliverable. Each Enrolled Claimant and (if applicable) his Counsel shall have the responsibility to keep the Claims Administrator informed of the correct contact information for both such Enrolled Claimant and such Counsel. 14.1.4 Any such notice, request, instruction or other document shall be deemed to have been given as of the date so transmitted by facsimile or electronic mail, on the next Business Day when sent by Federal Express, or five Business Days after the date ...

Notice by Parties. 16 .1.1. Any notice, request, instruction or other document to be given by Merck to the NPC, or to be given by the NPC or other Counsel to Merck, shall be in writing and delivered by mail, by Federal Express, by facsimile or, to the extent specified hereunder, by electronic mail, as follows, or as otherwise instructed by a notice delivered to the other Party pursuant to this subsection: 16.1.1.1. If to Merck: Xxxxx X. Xxxxxx Senior Vice President and General Counsel Merck & Co., Inc. Xxx Xxxxx Xxxxx X.X. Xxx 000 (XX0X-00) Xxxxxxxxxx Xxxxxxx, XX 00000-0000 Telecopier: (000) 000-0000 Email: Xxxxx_Xxxxxx@Xxxxx.xxx

Notice by Parties. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given as of the date such notices or other communications are: (i) delivered by hand; (ii) sent by facsimile with receipt confirmed, provided that a copy is mailed on the same date by registered mail, return receipt requested; or (iii) received by the addressee, if sent by Express Mail, FedEx or other express delivery service with receipt requested; in each case, to the appropriate addressees and/or facsimile numbers set forth below (or to such other addressees and facsimile numbers as a Party may designate as to itself by notice to the other Party): (a) If to Defendants: Xxxxx X. Dragna xxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Schrader xxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. Miller xxxxxx.xxxxxx@xxxxxxxxxxx.xxx Yardena R. Zwang-Weissman Xxxxxxx.xxxxx-xxxxxxxx@xxxxxxxxxxx.xxx 000 Xxxxx Xxxxx Xxxxxx Xxxxxx-Xxxxxx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Tel: 000.000.0000 Fax: 000.000.0000 Xxxxxx X. Xxxxxxxxxx xxxxxxxxxxx@xxx.xxx M. Xxxxxxx Xxxxxxxxxxx xxxxxxxxxxxx@xxx.xxx Xxxxxxx X. Xxxxxx xxxxxxx@xxx.xxx Xxxxxxxx X. Xxxxxxxxx xxxxxxxxxx@xxx.xxx 1999 Avenue of the Stars Xxxxxx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Tel: 000.000.0000 Fax: 000.000.0000 (b) If to Plaintiffs’ Counsel on behalf of Eligible Plaintiffs: Xxxxx Xxxxxx xxxxxx@xxxxxx.xxx Xxxxx Xxxxx xxxxx@xxxxxx.xxx 00000 Xxxxx Xxxxxx Xxxx., Suite 700 Los Angeles, CA 90025 Tel: 000.000.0000 Fax: 000.000.0000 Xxxxxxx Xxxxxxx xxx@xxxxxxx.xx 00000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx Xxxxx, XX 00000 Tel: 000.000.0000 Fax: 000.000.0000 (c) If to the Claims Administrators: Xxxxx Xxxxxxxxx xxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx Xxxxx Xxxxxx xxxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx 000 X. 0xx Xx, Xxxxx 0000 Xxx Xxxxxxx XX 00000 Tel: 000.000.0000

Notice by Parties. All notices or other communications required or permitted hereunder shall be given in writing and given (i) by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, or facsimile (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties hereto given in accordance herewith, or (ii) to the extent specified hereunder, by electronic mail to the electronic mail address specified below or such other electronic mail address as such party may hereafter specify by notice to the other parties hereto given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile or like transmission, on the next Business Day when sent by overnight delivery service, five (5) Business Days after the date so mailed if by certified or registered mail, or when capable of being accessed at the electronic mail address specified below when so delivered by electronic mail, provided that if any such date on which any such notice or other communication shall be deemed to have been given is not a Business Day, then such notice or other communication shall be deemed to have been given as of the next following Business Day:

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Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.
Notice by the Borrower To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request by electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.
Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Reliance by Parent The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.
Notice by Tenant Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or in the building of which the Premises are a part or of defects therein or in any fixtures or equipment.
Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).
Acceptance and Notice by Borrower Not later than (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.
Termination by Borrowers Upon at least thirty (30) days’ prior written notice to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.2(d). Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.
Termination by Borrower Upon at least sixty (60) days prior written notice to Lender, Borrower may, at its option, terminate this Agreement; provided, however, no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit and LC Guaranties have expired or have been cash collateralized to Lender's satisfaction. Any notice of termination given by Borrower shall be irrevocable unless Lender otherwise agrees in writing, and Lender shall have no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.
Reliance by Third Parties Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

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