Notice to Sellers. Unless and until the Sellers notify the Agent of a ----------------- change of address, any notice or communication required or permitted to be given to the Sellers under the provisions of this Indenture shall be valid and effective if delivered to the Sellers at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, Attention: President, or sent by telecopier to telecopier number (000) 000-0000 (and a copy by regular mail) or other means of prepaid transmitted or recorded communication to such address. Any notice to the Sellers as aforesaid shall be deemed to have been effectively given on the earlier of:
(a) the date of delivery, if delivered during normal business hours of the Corporation (and, if not, on the next following Business Day); or
(b) the Business Day immediately following the day of sending, if sent by telecopier (with receipt confirmed).
Notice to Sellers. Any notice to all Sellers pursuant to this Section 6 shall be sent to the attention of the Sellers' Representative, and notice sent to the Sellers' Representative shall be deemed sufficient notice to all Sellers under this Section 6.
Notice to Sellers. Purchaser and LLANY shall provide Sellers with:
(i) written notice of any downgrade in Purchaser's or LLANY's A.M. Best Company rating or Standard & Poor's Corporation or Xxxxx'x Investors Services, Inc. insurer financial strength or claims-paying ability rating within three (3) Business Days after Purchaser's or LLANY's receipt of notice of such adjustment;
(ii) a written report of the calculation of Purchaser's and LLANY's Total Adjusted Capital and Authorized Control Level RBC (based on the Risk-Based Capital (RBC) Model Act and/or the rules and procedures in effect as of December 31, 1997) and Standard & Poor's Corporation's capital adequacy ratio (based on the rules and procedures in effect on the Contract Date) as of the end of each calendar quarter within fifteen (15) Business Days after the end of such quarter;
(iii) written notice of the occurrence of any Event of Default or Recapture Event within two (2) Business Days after its occurrence; and
(iv) not less than annually, a written report, in form reasonably satisfactory to the Sellers, from Purchaser and LLANY certifying that no Event of Default or Recapture Event has occurred during the period covered by such report or is continuing as of the last day of such period, together with the appropriate calculations and backup reasonably necessary to substantiate the bases of Purchaser's and LLANY's certification. Sellers may, at their own expense, review Purchaser's and LLANY's books and records to confirm the risk-based capital calculations provided by Purchaser and LLANY pursuant to Section 9.07(c)(ii). In addition, Purchaser and LLANY shall (A) cooperate fully with Sellers and promptly respond to Sellers' inquiries form time to time concerning the Purchaser's and LLANY's financial condition, operating results and any events, occurrences or other matters which arise on and after the Effective Date and which reasonably relate to the Business or Purchaser's and LLANY's ability to perform and discharge their respective obligations under this Agreement or the Ancillary Agreements; and (B) provide to Sellers such financial statements, reports, internal control letters and reports prepared by auditors and other third parties, SAS-70 Reports and other documents of Purchaser and LLANY as Sellers may reasonably request from time to time.
Notice to Sellers with a copy to: ----------------- -------------- Attn: Xxxxxx X. Xxxxxxx, Esq. Xxxxxxxx X. Xxxxxxx, Esq. Old Mutual (US) Holdings, Inc. Hill & Xxxxxx One International Place One International Place Boston, MA 02110 Xxxxxx, XX 00000 (T): (000) 000-0000 (T): (000) 000-0000 (F): (000) 000-0000 (F): (000) 000-0000 Xx. Xxxxxx X. Rudman Xxxxxxx Xxxxx, Esq. Xxxx Xxxxxx & Co., Inc. Xxxxxxxxxxx Xxxxx, Esq. 000 Xxxxxxx Xxxxxx Xxxxxxxx & Worcester LLP Boston, MA 02110 One Post Office Square (T): (000) 000-0000 Xxxxxx, XX 00000 (F): (000) 000-0000 (T): (000) 000-0000 (F): (000) 000-0000 Notices to Purchaser: with a copy to: -------------------- -------------- AMVESCAP PLC L. Xxxx Xxxxxxxx, Esq. 00 Xxxxxxxxxx Xxxxxx XXXXXXXX Xxxxxx XX0 X0XX 0000 Xxxxxxxxx Xxxxxx, XX Xxxxxx Xxxxxxx Suite 500 Attn: Company Secretary Xxxxxxx, XX 00000 (T): (000) 000-0000 (F): (000) 000-0000 Xxxxxx XxXxxxxxxx AMVESCAP 0000 Xxxxxxxxx Xxxxxx, XX Xxxxx 000 Xxxxxxx, XX 00000 (T): (000) 000-0000 (F): (000) 000-0000 Xxxxxx X. Xxxxxx, Esq. Xxxxxx & Bird LLP One Atlantic Center 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 (T): (000) 000-0000 (F): (000) 000-0000
Notice to Sellers. Any notice to Sellers pursuant to this Section 10 shall be sent to the attention of the Sellers' Representative, and notice sent to the Sellers' Representative shall be deemed sufficient notice to all Sellers under this Section 10.
Notice to Sellers. Buyer shall notify Boynton of any information of which it becomes aware prior to Closing which constitutes, or is likely to constitute, the Breach of a representation, warranty or covenant of any Seller (a "Preclosing Situation"). Notwithstanding the foregoing, and whether or not Buyer gives such notice, Seller's liabilities in respect of Preclosing Situations shall not be limited or reduced by Buyer's awareness or actual knowledge thereof or by reason of Buyer's failure to comply with the provisions of this Section.
Notice to Sellers. In the event that Buyer or Wynnchurch is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any Retained Business Confidential Information, Buyer or Wynnchurch, as applicable, will give Sellers prompt written notice of such request or requirement (unless such notice is prohibited by law) so that Sellers may, at Sellers’ expense, seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and Buyer or Wynnchurch, as applicable, at Sellers’ sole cost and expense, will cooperate with Sellers to obtain such protective order or other remedy. In the event that such protective order or other remedy is not obtained or Sellers waive compliance with the relevant provisions of this Agreement, Buyer or Wynnchurch, as applicable, will furnish only that portion of the Retained Business Confidential Information which is legally requested or required (based on the advice of such party’s counsel) to be disclosed, and shall, at Sellers’ sole cost and expense, use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Retained Business Confidential Information will be afforded confidential treatment.
Notice to Sellers. Any Notice to be given or served upon any or all of Sellers in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the following address, certified mail, return receipt requested, or by personal service, or by email: Xxxx Transportation, Inc. c/o Xxxxxxx, Xxxxxx & Xxxxxx, PLLC 000 Xxxxx Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000 Email: “xxxxx@xxx-xxxxxxxxx.xxx” Beers Investment Group, LLC c/o Xxxxxxx, Xxxxxx & Xxxxxx, PLLC 000 Xxxxx Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000 Email: “xxxxx@xxx-xxxxxxxxx.xxx” Xxxxxx Xxxxx c/o Xxxxxxx, Xxxxxx & Xxxxxx, PLLC 000 Xxxxx Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000 Email: “xxxxx@xxx-xxxxxxxxx.xxx” Xxxxx Xxxxx c/o Xxxxxxx, Xxxxxx & Xxxxxx, PLLC 000 Xxxxx Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000 Email: “xxxxx@xxx-xxxxxxxxx.xxx”
Notice to Sellers. Braebeacon Holdings Inc. [●] Email: [●] House of Lithium Ltd. [●] Email: [●] Xxxxxxx & Xxxxxxx, P.C. Two Xxxxx Center, 14th Floor 0000 X. Xxxx St. Richmond, VA 23219 Email: xxxxxxx@xxxxxxx.xxx Damon Motors Inc. 000 Xxxxxxxxx Xxxxxx Vancouver, BC, Canada V6A 1E3 Attn: Xxx Xxxxxxx Telephone No.: 000-000-0000 E mail: xxx@xxxxx.xxx Xxxxxx & Xxxxxxx LLP TD Canada Trust Tower, Brookfield Place 000 Xxx Xxxxxx, Xxxxx 0000 Toronto, ON M5J 2S1 Attn: Xxxxxxx Xxxxxx Telephone No.: 000-000-0000 E-mail: Xxxxxx.xxxxxxx@xxxxxx.xxx Grafiti Holding Inc. 000 Xxxxxxxx Xxxxxx Palo Alto, CA 94301 E-mail: Xxxxxxx.Xxxxxxxx@xxxxxxx.xxx with a copy to Norton Xxxx Xxxxxxxxx U.S. LLP 0000 X. Xxxxxx Market Suite 1200 Chicago, IL 60607 Attn: Xxxxx Xxxxxxxxx E-mail: xxxxx.xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx Damon Motors Inc. 000 Xxxxxxxxx Xxxxxx Vancouver, BC, Canada V6A 1E3 Attn: Xxx Xxxxxxx Telephone No.: 000-000-0000 E mail: xxx@xxxxx.xxx Gowling WLG (Canada) LLP Attn: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 E-mail: Xxxxxxxx.Xxxxxx@xxxxxxxxxx.xxx
Notice to Sellers. Any Notice to a Seller shall be sent to Sellers’ Representative at the following address (with a courtesy copy upfront via email), or such other person or address or email as Sellers’ Representative may notify in due course to the other Parties from time to time: Recipient: Main Incubator GmbH Attention: Xxxxxxxx Xxxx Address: Xxxxxxx Xxxxxxxxxx 00x, 00000 Xxxxxxxxx/Xxxx Email: xxxxxxxx.xxxx@xxxx-xxxxxxxxx.xxx, with a courtesy copy to Recipient: Xxxxxxxx LLP Rechtsanwälte Attention: Xx. Xxxxxxxxx Xxxxx Address: Xxxxxxxxxxxxx. 0, 00000 Xxxxxx, Xxxxxxx Email: xxxxxxxxx.xxxxx@xxxxxxxxx.xxx
