Notice to Affiliates Sample Clauses

Notice to Affiliates. Each Participating Manufacturer shall give notice of this Agreement to each of its Affiliates.
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Notice to Affiliates. HCCH shall, at least 30 days prior to the Effective Date, cause to be delivered to each person HCCH believes to be an "affiliate," as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act, of HCCH a notice informing such persons of restrictions on transfer resulting from the Merger being accounted for as a pooling-of-interests in accordance with generally accepted principles and all published rules, regulations and policies of the SEC.
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Notice to Affiliates. You may not use any illegal content to promote any product or site connected to Adultforce in anyway (collectively, the "Adultforce Sites", and individually an "Adultforce Site") nor may you allow advertising for Adultforce or an Adultforce Site to be placed on any webpages which condone any illegal activity. Illegal activity includes any content and/or activity which may run afoul of any law, rule or regulation in the United States of America and/or the location where you are located such as, without limitation and by way of example only, child pornography/exploitation, rape/brutality, incest, bestiality, necrophilia, drugging/incapacitation, blood/mutilation, death, or snuff. Adultforce will scan any websites submitted under the Affiliate Program to ensure that there is no non-compliant content. In the event that we believe, in our sole and absolute direction, that you are promoting any Adultforce Site in violation of this Agreement, your account with Adultforce will be immediately terminated and all moneys which would have otherwise been payable to you hereunder will be deemed surrendered by You in partial payment of the damages for your breach. In addition, as and when Adultforce is alerted to any content it considers, in its sole and exclusive opinion, to be questionable Adultforce may either terminate You as set forth above or provide You with a grace period as determined by Adultforce, in its sole discretion, to remove the objectionable content; - Also, a domain registration search will be conducted in connection each new affiliate registration application. In cases where the domain registration is hidden or cannot be confirmed the affiliate applicant will be classified as non-compliant until proof of ownership isprovided. - Affiliates whose URLs are not functional, whose traffic immediately redirects to another url or who do not have content may be considered to be in violation of thisAgreement. - Once your affiliate account is approved and active, the URLs submitted are subject to review and any such review, if undertaken, may result in closure of your account and forfeiture of moneys otherwise due to You if the review reveals that You have violated any term of this Agreement. Furthermore, any additional URLs that You choose to direct traffic from must be communicated to your affiliate manager. Failure to do so may result in the suspension and/or termination of your affiliate relationship and closure of your account. - The acquisition of any domai...
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Notice to Affiliates. Each party shall provide timely written notice of this Agreement to each of its present and future Affiliates and Related Companies.
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Notice to Affiliates. 29 Section 6.8 Regulatory Approval. . . . . . . . . . . . . . . . . . . 29 TABLE OF CONTENTS (CONT.) PAGE
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Notice to Affiliates. Each Participating Manufacturer shall give notice of this Agreement to each of its Affiliates. IN WITNESS WHEREOF, each Settling State and each Participating Manufacturer, through their fully authorized representatives, have agreed to this Agreement. STATE OF ALABAMA By: Xxxx Xxxxx Attorney General Date: STATE OF ALASKA By: Xxxxx X. Xxxxxxx Attorney General Date: AMERICAN SAMOA By: Xxxxxx X. Xxxxx Governor Date: By: Toetagata Xxxxxx Xxxxx Attorney General Date: STATE OF ARIZONA By: Xxxxx Xxxxx Attorney General Date: By: Xxxx X. Xxxxxx Director Arizona Health Care Cost Containment System Date: STATE OF ARKANSAS By: Xxxxxxx Xxxxxx Attorney General Date: STATE OF CALIFORNIA By: Xxxxxx X. Xxxxxxx Attorney General Date: By: Xxxxxxxx Xxxxxx Director California Department of Health Services Date: STATE OF COLORADO By: Xxxx X. Xxxxxx Attorney General Date: STATE OF CONNECTICUT By: Xxxxxxx Xxxxxxxxxx Attorney General Date: STATE OF DELAWARE By: M. Xxxx Xxxxx Attorney General Date: DISTRICT OF COLUMBIA By: Xxxx X. Xxxxxx Corporation Counsel Date: By: Xxxxxx Xxxxx, Xx. Mayor Date: STATE OF GEORGIA By: Xxxx Xxxxxx Governor Date: By: Xxxxxxxx X. Xxxxx Attorney General Date: GUAM By: Xxxx X.X. Xxxxxxxxx Governor Date: By: Xxxxxx X. Xxxx Acting Attorney General Date: STATE OF HAWAII By: Xxxxxxx X. Xxxxxxxx Attorney General Date: STATE OF IDAHO By: Xxxx X. Xxxxx Attorney General Date: STATE OF ILLINOIS By: Xxx Xxxx Attorney General Date: STATE OF INDIANA By: Xxxxx X. X’Xxxxxx Governor Date: By: Xxxxxxx X. Xxxxxxxx Attorney General Date: STATE OF IOWA By: Xxx Xxxxxx Attorney General Date: STATE OF KANSAS By: Xxxxx X. Xxxxxxx Attorney General Date: COMMONWEALTH OF KENTUCKY By: Xxxxxx Xxxxxxxx “Xxx” Xxxxxxxx III Attorney General Date: STATE OF LOUISIANA By: Xxxxxxx X. Xxxxxx Attorney General Date: STATE OF MAINE By: Xxxxxx Xxxxxxxx Attorney General Date: STATE OF MARYLAND By: X. Xxxxxx Xxxxxx, Xx. Attorney General Date: COMMONWEALTH OF MASSACHUSETTS By: Xxxxx Xxxxxxxxxxx Attorney General Date: STATE OF MICHIGAN By: Xxxxx X. Xxxxxx Attorney General Date: STATE OF MISSOURI By: Xxxxxxxx X. (Xxx) Xxxxx Attorney General Date: STATE OF MONTANA By: Xxxxxx X. Xxxxxxx Attorney General Date: STATE OF NEBRASKA By: Xxx Xxxxxxxx Attorney General Date: STATE OF NEVADA By: Xxxxxxx Xxx Del Papa Attorney General Date: STATE OF NEW HAMPSHIRE By: Xxxxxx X. XxXxxxxxxx Attorney General Date: STATE OF NEW JERSEY By: Xxxxx Xxxxxxxx Attorney General Date: STATE OF NEW MEXICO By: Xxx Xxxxx Attorney ...
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Notice to Affiliates. 27 ARTICLE 7
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Notice to Affiliates. HCC shall, at least 30 days prior to the Effective Date, cause to be delivered to each person HCC believes to be an "Affiliate" (as that term is used in paragraph (c) and (d) of Rule 145 under the Securities Act), of HCC a notice informing such persons of restrictions on transfers resulting from the Merger being accounted for as a pooling-of-interest in accordance with generally accepted accounting principles and the rules, regulations and policies of the SEC.
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Related to Notice to Affiliates

  • Notice, Etc A Party required to make an indemnification payment pursuant to this Agreement (“Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (“Indemnified Party”) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount (or estimate, if the magnitude of the Claim cannot be precisely determined at that time) of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

  • Termination Notices If at any time prior to 5:00 p.m. (Eastern time) on June 29, 2016 (the “Property Approval Period”), the Title Company receives a notice from Purchaser that Purchaser has exercised its termination right under Section 5.4, the Title Company, within three (3) Business Days after the receipt of such notice, will deliver the Xxxxxxx Money Deposit to Purchaser. If at any time, except as provided in the preceding sentence, the Title Company receives a certificate of either Sellers or of Purchaser (for purposes of this Section 4.6, the “Certifying Party”) stating that: (a) the Certifying Party is entitled to receive the Xxxxxxx Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.6, the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Title Company, then, the Title Company shall notify the Other Party in writing of the Title Company’s receipt of such certificate. Unless the Title Company has then previously received, or receives within five (5) Business Days after such written notification to the Other Party of the Title Company’s receipt of the Certifying Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1) Business Day after the expiration of the foregoing five (5) Business Day period, will deliver the Xxxxxxx Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary instructions from the Other Party within five (5) Business Days following such written notification to the Other Party of the Title Company’s receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.7.

  • Providing Notice of Breaches 8.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of Business Associate’s employees or agents was responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about the timeliness, content and method of notice, and shall receive Covered Entity’s approval concerning these elements. The cost of notice and related remedies shall be borne by Business Associate. 8.2 If Covered Entity or Business Associate determines that an impermissible acquisition, access, use or disclosure of PHI by a Subcontractor of Business Associate constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity or Business Associate, Subcontractor shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When Covered Entity requests that Business Associate or its Subcontractor provide notice, Business Associate shall either 1) consult with Covered Entity about the specifics of the notice as set forth in section 8.1, above, or 2) require, by contract, its Subcontractor to consult with Covered Entity about the specifics of the notice as set forth in section 8.1 8.3 The notice to affected individuals shall be provided as soon as reasonably possible and in no case later than 60 calendar days after Business Associate reported the Breach to Covered Entity. 8.4 The notice to affected individuals shall be written in plain language and shall include, to the extent possible, 1) a brief description of what happened, 2) a description of the types of Unsecured PHI that were involved in the Breach, 3) any steps individuals can take to protect themselves from potential harm resulting from the Breach, 4) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to individuals and to protect against further Breaches, and 5) contact procedures for individuals to ask questions or obtain additional information, as set forth in 45 CFR § 164.404(c). 8.5 Business Associate shall notify individuals of Breaches as specified in 45 CFR § 164.404(d) (methods of individual notice). In addition, when a Breach involves more than 500 residents of Vermont, Business Associate shall, if requested by Covered Entity, notify prominent media outlets serving Vermont, following the requirements set forth in 45 CFR § 164.406.

  • Notice to the Company The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

  • 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.

  • Notice to Employees Contractor must give notice in writing to its employees who perform work on this Contract, either at the time of hire or before commencement of work on this Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

  • Without Notice This agreement shall terminate without any requirement of notice to either party when the first of the following events occurs: 5.1.1. The parties mutually consent to termination in writing.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Notice of Sole Control If at any time the Secured Party delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Financial Institution agrees that after receipt of such notice, it will take all instructions with respect to the Collateral Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of any other person.

  • Voting; Notice to Depositor Subject to the following two paragraphs, in the event that the Trustee shall have been notified at any time of any action to be taken or proposed to be taken by at least a legally required number of holders of any Securities deposited in a Trust, the Trustee shall take such action or omit from taking any action, as appropriate, so as to cause the Securities to be voted as closely as possible in the same manner and the same general proportion as are the Securities held by owners other than such Trust. The Trustee may employ an agent to cause the Securities to be voted as provided in the preceding sentence and the cost of such agent shall be an expense reimbursable to the Trustee from the Income or Capital Accounts as provided in Section 6.04. With respect to any Trust which is a widely held fixed investment trust as defined in Treas. Reg. Section 1.671 5(b)(22), in the event that an offer by the issuer of any of the Securities or any other party shall be made to issue new securities, or to exchange securities, for Trust Securities, the Trustee shall reject such offer. However, should any issuance, exchange or substitution be effected notwithstanding such rejection or without an initial offer, any securities, cash and/or property received shall be deposited hereunder and shall be promptly sold, if securities or property, by the Trustee pursuant to the Depositor’s direction, unless the Depositor advises the Trustee to keep such securities or property. With respect to any Trust which intends to qualify as a regulated investment company, as set forth in the Prospectus for such Trust, in the event that an offer by the issuer of any of the Securities or any other party shall be made to issue new securities, or to exchange securities, for Trust Securities, the Trustee will, at the direction of the Depositor, vote for or against any offer for new or exchanged securities or property in exchange for a Trust Security. Should any issuance, exchange or substitution be effected, any securities, cash and/or property received shall be deposited hereunder and shall be promptly sold, if securities or property, by the Trustee pursuant to the Depositor’s direction, unless the Depositor advises the Trustee to keep such securities or property. The Depositor may rely on the Portfolio Supervisor in so advising the Trustee. The cash received in such exchange and cash proceeds of any such sales shall be distributed to Unit holders on the next distribution date in the manner set forth in Section 3.05 regarding distributions from the Capital Account. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. Subject to the preceding paragraph, with respect to any Trust which intends to qualify as a regulated investment company, as set forth in the Prospectus for such Trust, and holds shares of a closed-end fund, exchange traded fund or other investment fund (a “Deposited Fund”), the Trustee will provide the Depositor access to the information provided to the Trustee regarding matters on which voting or other action is solicited or required with respect to shares of a Deposited Fund. If the Depositor determines that the voting or response to such matters should not be done in accordance with the first paragraph of this Section, the Depositor will direct the Trustee in writing as to the manner in which the voting or response should be made not later than ten Business Days prior to due date for the vote or response. Unless prohibited by law or statute, the Trustee will vote or respond as directed by the Depositor. In providing such direction, the Depositor will take into account any applicable agreement and all restrictions or limitations imposed by applicable law or statute and will cause the shares to be voted, or other response made, in the best interests of the Unit holders. The Depositor is authorized to enter into an agreement with a Deposited Fund with respect to the manner in which the shares of such fund will be voted or otherwise regarding a Trust’s investment in such Deposited Fund. The Trustee shall have no responsibility or liability for any loss or liability resulting from any vote or other response made pursuant to the Depositor’s direction or otherwise pursuant to this Section in the absence of the Depositor’s direction."

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