Notices 107 Sample Clauses

Notices 107. 13.1. Giving Notice 107 13.2. Change of Address 107 ARTICLE XIV. COUNTERPARTS 107
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Notices 107. Section 12.02. Communication by Holders of Notes with Other Holders of Notes 108 Section 12.03. Certificate and Opinion as to Conditions Precedent 109 Section 12.04. Statements Required in Certificate or Opinion 109 Section 12.05. Rules by Trustee and Agents 109 Section 12.06. No Personal Liability of Directors, Officers, Employees and Stockholders 109 Section 12.07. Governing Law 109 Section 12.08. Waiver of Jury Trial 110 Section 12.09. Force Majeure 110 Section 12.10. No Adverse Interpretation of Other Agreements 110 Section 12.11. Successors 110 Section 12.12. Severability 110 Section 12.13. Counterpart Originals 110 Section 12.14. Table of Contents, Headings, etc. 110 Section 12.15. Waiver of Immunity 110 Section 12.16. U.S.A. Patriot Act 110 EXHIBITS Exhibit A Form of Note A-1 Exhibit B Form of Certificate of Transfer B-1 Exhibit C Form of Certificate of Exchange C-1 Exhibit D Form of Supplemental Indenture D-1 INDENTURE, dated as of September 1, 2015, between Hill-Rom Holdings, Inc., an Indiana corporation (the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto and MUFG Union Bank, N.A., as Trustee.
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Notices 107. Section 10.2 Amendment; Waivers, Etc. 107 Section 10.3 Expenses 108 Section 10.4 Governing Law, etc. 108 Section 10.5 Successors and Assigns 109 Section 10.6 Entire Agreement 109 Section 10.7 Severability 109 Section 10.8 Counterparts 109 Section 10.9 Specific Performance 109 Section 10.10 Parties in Interest 110 Section 10.11 Legal Representation of Sellers and their Affiliates 110 Section 10.12 Exhibits and Schedules 111 Section 10.13 Financing Sources 112 Schedule A: Accounting Principles Schedule B: Form of Transitional Services Agreement Schedule C: Form of Retention Bonus Letter SECURITIES AND ASSET PURCHASE AGREEMENT This SECURITIES AND ASSET PURCHASE AGREEMENT, dated as of December 21, 2023 (this “Agreement”), is made by and among Triumph Group, Inc., (“Parent”), Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp., Triumph Group Acquisition Holdings, Inc., The Triumph Group Operations, Inc. (“Wellington Seller” and, collectively with Parent, Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp. and Triumph Group Acquisition Holdings, Inc., “Sellers”), and AAR CORP., a Delaware corporation (“Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.
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Notices 107. Section 12.02 Delays; Partial Exercise of Remedies 108 Section 12.03 Right of Setoff 108 Section 12.04 Indemnification; Reimbursement of Expenses of Collection 109 Section 12.05 Amendments, Waivers and Consents 109 Section 12.06 Nonliability of Agent and Lenders 110 Section 12.07 Assignments and Participations 110 Section 12.08 Counterparts; Electronic Execution 113 Section 12.09 Severability 114 Section 12.10 Maximum Rate 114 Section 12.11 Borrower Agent; Borrowers, Jointly and Severally 115 Section 12.12 Entire Agreement; Successors and Assigns; Interpretation 116 Section 12.13 Limitation of Liability 116 Section 12.14 GOVERNING LAW 116 Section 12.15 SUBMISSION TO JURISDICTION 117 Section 12.16 [Reserved] 117 Section 12.17 JURY TRIAL 117 Section 12.18 [Reserved] 117 Section 12.19 Publicity 117 Section 12.20 No Third Party Beneficiaries 117 Section 12.21 Confidentiality 117 Section 12.22 Patriot Act Notice 118 Section 12.23 Advice of Counsel 118 Section 12.24 Captions 118 Section 12.25 [Reserved] 118 Section 12.26 Right to Cure 118 Section 12.27 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 119 Section 12.28 Time 119 Section 12.29 Keepwell 119 Section 12.30 Certain ERISA Matters 120 Section 12.31 Acknowledgement Regarding any Supported QFCs 121 Schedules Schedule 1.01(a) Closing Date Immaterial Subsidiaries Schedule 1.01(b) Existing Letters of Credit Schedule 3.04(a) Commercial Tort Claims Schedule 3.05 Pledged Interests Schedule 6.01(b) Locations of Collateral and Real Property Schedule 6.01(f) Consents and Authorizations Schedule 6.01(g) Ownership Schedule 6.01(p) Judgments; Litigation Schedule 6.01(v) ERISA Plans Schedule 6.01(w) Material Intellectual Property Schedule 6.01(x) Labor Contracts Schedule 8.01(ii) Existing Indebtedness Schedule 8.02 Contingent Obligations Schedule 8.09 Existing Liens Schedule 8.11 Existing Investments Schedule 8.24 Affiliate Transactions Annexes Annex A-1 Lenders and Commitments Annex A-2 Letter of Credit Commitments Exhibits Exhibit A-1 Revolving Credit Note Exhibit A-2 Swingline Note Exhibit B Notice of Borrowing Exhibit C Notice of Continuation/Conversion Exhibit D Form of Perfection Certificate Exhibit E Letter of Credit Request Exhibit F Financial Condition Certificate Exhibit G Closing Certificate Exhibit H Compliance Certificate Exhibit I Assignment and Acceptance Exhibit J-1 to J-4 U.S. Tax Compliance Certificates LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT, dated as of ...
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Notices 107. Section 10.03. No Waiver; Cumulative Remedies 109 Section 10.04. Costs and Expenses 109 Section 10.05. Borrower Indemnification; Damage Waiver 110 Section 10.06. Marshaling; Payments Set Aside 111 Section 10.07. Assignments, Successors, Participations, Etc. 112 Section 10.08. Confidentiality 115 Section 10.09. Set-off 116 Section 10.10. Notification of Addresses, Lending Offices, Etc. 117 Section 10.11. Effectiveness; Counterparts 117 Section 10.12. Survival of Representations and Warranties 117
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Related to Notices 107

  • Notices, Etc All statements, requests, notices and agreements hereunder shall be in writing, and:

  • Notices and Demands on Issuer, Guarantor, Trustee and Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail, in a post office letter box (except as otherwise specifically provided herein) addressed (until another address of the Issuer is furnished by the Issuer to the Trustee) to Newmont Mining Corporation, 1700 Lincoln Street, Dxxxxx, Xxxxxxxx 00000, Xxxxxxxxx: Xxxxxxxxx. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Guarantor may be given or served by being deposited postage prepaid, first-class mail, in a post office letter box (except as otherwise specifically provided herein) addressed (until another address of the Guarantor is furnished by the Guarantor to the Trustee) to Newmont USA Limited, 1700 Lincoln Street, Xxxxxx, Xxxxxxxx 00000, Xxxxxxxxx: Xxxxxxxxr. Any notice, direction, request or demand by the Issuer, the Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing and received at its Corporate Trust Office. Where this Indenture provides for notice to Securityholders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Securityholder entitled thereto, at his last address as it appears in the Register. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding anything to the contrary elsewhere in this Indenture as to the giving of notice, any other form of written notice is sufficient, if received. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer, the Guarantor or Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then notwithstanding anything to the contrary elsewhere in this Indenture as to the giving of notice, any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

  • Notices and Waivers Any notice or waiver to be given to any party hereto shall be in writing and shall be delivered by courier, sent by facsimile transmission or first class registered or certified mail, postage prepaid, return receipt requested.

  • Notices and Requests All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or mailed by registered or certified mail with postage prepaid and return receipt requested and addressed as follows:

  • Notices; Time All notices and other communications provided under each Loan Document shall be in writing (including by facsimile) and addressed, delivered or transmitted, if to the Borrower, the Administrative Agent or a Lender to the applicable Person at its address or facsimile number set forth on Schedule II hereto or set forth in a Lender Assignment Agreement, or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter. Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 7.1.1, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose, except with the consent of the Administrative Agent. The parties hereto agree that delivery of an executed counterpart of a signature page to this Agreement and each other Loan Document by facsimile shall be effective as delivery of an original executed counterpart of this Agreement or such other Loan Document. Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York time.

  • Notices and Addresses All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by facsimile delivery as follows: The Optionee: Xxxxxxx Xxxxxxx 0000 X.X. Xxxxxx Xxxxxxx Xxxxxx, XX 00000 The Company: Ecosphere Technologies, Inc. 0000 X.X. Xxxxxx Xxxxxxx Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xx. Xxxxxx XxXxxxx with a copy to: Xxxxxxx X. Xxxxxx, Esq. Xxxxxx Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx Xxxx., Xxxxx 000 Xxxx Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 or to such other address as either of them, by notice to the other may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

  • Notices and Communications Any legal notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such legal notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such legal notice is mailed first class postage prepaid. In relation to communications other than legal notices under this Agreement, each party may communicate with and provide information to the other party in whatever medium deemed appropriate. This may include the use of e-mail, the internet or other electronic means, in the place of paper communications.

  • Written Notices, Etc Any notice, demand or request required or permitted to be given by the Company or Investor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally, or by facsimile or upon receipt if by overnight or two (2) day courier, addressed to the parties at the addresses and/or facsimile telephone number of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing; provided, however, that in order for any notice to be effective as to the Investor such notice shall be delivered and sent, as specified herein, to all the addresses and facsimile telephone numbers of the Investor set forth at the end of this Agreement or such other address and/or facsimile telephone number as Investor may request in writing.

  • Notices; Reports Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or committees thereof, any report by Company for submission to the Board of Directors of Company or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing same, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company with the SEC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

  • Notices and Other Communications Facsimile Copies (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (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 telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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