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Notices 107 Sample Clauses

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 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 10.03. 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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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 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 Annex A-1 Lenders and Commitments Annex A-2 Letter of Credit Commitments 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 This LOAN AND SECURITY AGREEMENT, dated as of June 15, 2021, among (i) THE TRADE DESK, INC., a Delawa...
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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 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. 13.1. Giving Notice 107 13.2. Change of Address 107
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Related to Notices 107

  • Notices, Etc All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company.

  • Notices and Demands (a) Any notice, demand, direction, request or other document that is required or permitted by any provision of this Eighteenth Supplemental Indenture or the Indenture to be given or made by the Trustee or by the Holders of any series of Outstanding Notes to or upon the Successor Issuer or the Co-Issuer shall be given or made by postage-prepaid, first-class mail addressed (until another address of the Successor Issuer or the Co-Issuer is filed by the Successor Issuer or the Co-Issuer, as applicable, with the Trustee) c/o Freeport-McMoRan Copper & Gold Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, Attention: FCX Treasurer. (b) Any notice, demand, direction, request or other document that is required or permitted by any provision of this Eighteenth Supplemental Indenture or the Indenture to be given or made by the Trustee or by the Holders of any series of Outstanding Notes to or upon the Parent Guarantor shall be given or made by postage-prepaid, first-class mail addressed (until another address of the Parent Guarantor is filed by the Parent Guarantor with the Trustee) to Freeport-McMoRan Copper & Gold Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, Attention: FCX Treasurer. (c) Any notice, demand, direction, request or other document that is required or permitted by any provision of this Eighteenth Supplemental Indenture or the Indenture to be given or made by the Parent Guarantor to or upon the Trustee or the Holders of any series of Outstanding Notes shall be given or made in accordance with Section 1.6 of the Indenture. As of the date of this Eighteenth Supplemental Indenture, the address for any such notice, demand, direction, request or other document to be given or made to or upon the Trustee is 000 X. Xx. Xxxx Xxxxx, Suite 1750, Dallas, Texas 75201, Attention: Corporate Trust, Municipal and Escrow Services.

  • 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 Any notice, consent or other communication ("Notice") required or permitted under this Agreement shall be in writing and signed by the proper authority and either: (i) delivered to the party at the address set forth below; (ii) deposited in the United States mail, registered or certified, return receipt requested, to the address set forth below; or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: Regional Public Transportation Authority 000 Xxxxx 0xx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxx, Chief Executive Officer) City of Tempe 000 Xxxx 0xx Xxxxxx Xxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxxx, Deputy Public Works Director) City Attorney City of Tempe 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000 X.X. Xxx 0000 Xxxxx, Xxxxxxx 00000 or at such other address, and to the attention of such other person or officer as any party may designate in writing by Notice duly given pursuant to this section. Notices shall be deemed received: (a) when delivered to the party; (b) five business days after being placed in the United States Mail, properly address, with sufficient postage; or (c) the following business day after being given to a recognized overnight delivery service, with the person giving the Notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a Notice is also given to the party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the Notice may be sent, is deemed to have received the Notice.

  • 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 Federal Express or similar receipted delivery, or next business day delivery, or by facsimile delivery (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery), as follows: If to Money: Money4Gold Holdings, Inc. 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Attention: Xx. Xxxxxx Xxxxxxx Facsimile: (000) 000-0000 If to Xxxxxxx: Xx. Xxxxxx Xxxxxxx 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 If to Koyuncu: Xx. Xxxxx Xxxxxxx 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 If to Xxxxxxx: Xx. Xxxx Xxxxxxx 000 XX 0xx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 If to Feirstein: Xx. Xxxxxxx Xxxxxxxxx 000 XX 0xx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 or to such other address or facsimile number, 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.

  • 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. The parties acknowledge that instructions or communications conveyed by electronic methods such as facsimile or e-mail are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud.

  • Notices Required (1) The proposed Settlement Classes shall be given a single notice of: (i) the certification or authorization of the Proceedings as class proceedings as against the Settling Defendants for settlement purposes; (ii) the hearings at which the Courts will be asked to approve the Settlement Agreement; and (iii) if they are brought with the hearings to approve the Settlement Agreement, the hearings to approve Class Counsel Fees and Class Counsel Disbursements. (2) If this Settlement Agreement is not approved, is terminated, or otherwise fails to take effect, the proposed Settlement Classes shall be given notice of such event.

  • NOTICES AND BILLS (a) Notices and bills under this contract must be sent in writing, unless this contract or the National Energy Retail Law and the Rules say otherwise. (b) A notice or xxxx sent under this contract is taken to have been received by you or by us (as relevant): (i) on the date it is handed to the party, left at the party’s premises (in your case) or one of our offices (in our case) or successfully faxed to the party (which occurs when the sender receives a transmission report to that effect); or (ii) on the date 2 business days after it is posted; or (iii) on the date of transmission (unless the sender receives notice that delivery did not occur or has been delayed) if sent electronically and the use of electronic communication has been agreed between us. (c) Our contact details for you to contact us or send us a notice are as set out in our bill to you, or as notified to you from time to time.

  • Notices and Communication Any notice or other communication that either party gives relating to the purchase of the Products by the Company shall be made in writing and given either by hand, first class recorded postal delivery, or electronic mail to a previously designated authorized individual or facsimile transmission.

  • Notices and Service 18.1 Any notice or other documents to be given under this Agreement shall be in writing and delivered either (i) electronically, (ii) in person, postmarked, stamped and sent by certified mail, postage prepaid, or (iii) sent and delivered by common overnight courier, to the Party concerned at the address or electronic address as one Party may from time to time designate to the other Party.

Most Referenced Clauses

Most Referenced Definitions