Notices; Consents. All requisite notice to and consents, permits, licenses and authorizations of third parties, including but not limited to governmental or other regulatory agencies, required in the reasonable discretion of Seller's counsel to be given or received, as the case may be, by or on the part of Seller or Buyer for the consummation of the transactions contemplated by this Agreement shall have been given or obtained.
Notices; Consents. All notices and consents (including votes and waivers) under this Agreement shall be in writing and shall be deemed to have been duly given if (a) personally delivered (with receipt thereof acknowledged in writing), (b) sent by facsimile, electronic mail, digital image file or any other electronic format (collectively, “Facsimile”), in each case with receipt of the transmission confirmed (and, unless waived by the recipient upon such receipt, confirmed by delivery in another manner permitted hereunder), (c) if mailed by pre-paid certified mail, return receipt requested or (d) sent by reputable overnight courier (receipt confirmed), in each case to the parties at the following addresses (or at such other address as the Platform or a Member may have specified to the other by notice as provided herein):
(a) If to a Member, to such Member at the address set forth in such Member’s Subscription Agreement or other written instrument acceptable to the Sponsor.
(b) (i) Notices given in accordance with this Section 8.2 shall be deemed given on the date of receipt, if delivered personally or by Facsimile, on the first business day after being sent by a reputable courier service and on the third business day after being posted.
Notices; Consents. All notices, consents or other communications which either party is required or may desire to give to the other under this Agreement shall be in writing and shall be deemed given upon personal delivery; or one (1) day following (i) facsimile transmission or (ii) deposit for overnight service with courier holding itself out to the public as providing such service; or three (3) days following deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, and in any case addressed to the parties at their respective address set forth below: If to UCI, to: UC Irvine Health 0000 X. Xxxxxxxx Rd. Anaheim, CA 92806 Attn: Contracts Manager If to HHA, to: Attn: or such other person or address as any party may designate by notice duly given.
Notices; Consents a. Any statement, notice, request, demand, claims, consents, waivers, approvals and other communications required or permitted under the Card Program Documents or in connection with Accounts or Card Products (collectively, “Notices”) must be in writing, unless the Card Program Documents provide otherwise.
b. Unless otherwise specified in the Card Program Documents, Notices may be delivered personally, by email, by First Class U.S. mail, or by a nationally recognized courier service. Notice is deemed effective:
i. If delivered personally or by courier, on (1) the day of delivery, if delivered on a Business Day before 5:00 p.m. local time in the place of delivery, or (2) the Business Day immediately following such day, if delivered after such time;
ii. if mailed, on the earlier of (1) (A) the day the recipient actually receives the Notice, if received on a Business Day before 5:00 p.m. local time in the place of receipt or (B) the Business Day immediately following such day, if received after such time; or (2) two Business Days after mailing, as evidenced by the postmark; or
iii. if delivered by email, on (1) the Business Day the sender sends the email message, if sent before 5:00 p.m. local time in the place of receipt, or (2) the Business Day immediately following such day, if sent after such time; provided that if Client is the sender, it must confirm the email by delivering a copy by mail or courier in accordance with this Section within two Business Days after transmission.
c. Notwithstanding any other timeframes in the Agreement, Bank shall have a Reasonable Time to Act upon any Notice or Instruction it receives from or on behalf of Client. Bank may rely on any oral Notice or Instruction from Client, whether or not Client confirms it, and Bank’s records of the oral Notice or Instruction control.
d. Any Notice to Client shall be sent to the current address according to Bank’s records. Bank shall be deemed to have sent, and Client shall be deemed to have received, any email sent to the email address that Client provides to Bank, regardless of whether Client actually receives, views, or prints such email and even if Bank has notice that the email was undeliverable. A Notice to Client will be effective if Bank sends such Notice to any mail or email address of a Card Program Administrator.
e. Bank may provide Notices to Client as Electronic Records by: (i) email; (ii) posting to a Website; (iii) displaying to Client or a Card Program Administrator during se...
Notices; Consents. All required consents, authorizations and approvals to the transfer of each of the Aircraft shall have been obtained and shall be in full force and effect.
Notices; Consents. The Trustee shall provide to the Servicer and the Backup Servicer (if the Backup Servicer is not the Trustee) a copy of all written notices and communications identified as being sent to it in connection with the Collateral Debt Obligations and the other Collateral held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Trustee be under any duty or obligation to take any action on behalf of the Servicer or the Borrower in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific and timely written instructions from the Administrative Agent, in which event the Trustee shall vote, consent or take such other action in accordance with such instructions. The Administrative Agent hereby instructs the Trustee to take any such action solely in accordance with the written instructions of the Servicer unless and until a notice of exclusive control has been delivered to the Trustee and is in effect pursuant to the terms of the Account Control Agreement, and thereafter to take any such action solely in accordance with the written instructions of the parties specified in such notice of exclusive control.
Notices; Consents. The Custodian shall provide to the Manager a copy of all written notices and communications identified as being sent to it in connection with the Loan Assets and the other Collateral held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Custodian be under any duty or obligation to take any action on behalf of the Manager or the Borrower in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific and timely written instructions from the Administrative Agent, in which event the Custodian shall vote, consent or take such other action in accordance with such instructions. The Administrative Agent hereby expressly instructs the Custodian to take any such action solely in accordance with the written instructions of the Manager unless and until a notice of exclusive control has been delivered to the Custodian and is in effect pursuant to the terms of the Account Control Agreement, and thereafter to take any such action solely in accordance with the written instructions of the parties specified in such notice of exclusive control.
Notices; Consents. Approvals and Related Agreements. During the Interim Period:
(a) Subject to Section 5.2(c), during the Interim Period, each Party will and will cause its respective applicable Affiliates to, in order to consummate the transactions contemplated by this Agreement and the Related Agreements, provide reasonable cooperation to the other Party, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable, to (i) obtain the Buyer Required Consents and the Seller Required Consents, (ii) make all required filings with, and give all required notices to, the applicable Governmental Authorities or other Persons required to consummate the transactions contemplated by this Agreement and the Related Agreements, and (iii) cooperate in good faith with the applicable Governmental Authorities or other Persons and promptly provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection with the foregoing. The Parties will provide prompt notification to each other when any such Consent referred to in this Section 5.2(a) is obtained, taken, made, given or denied, as applicable, and will, subject to Section 5.2(b), promptly advise each other of any material communications (in oral or written form) with any Governmental Authority or other Person regarding any of the transactions contemplated under this Agreement or the Related Agreements. Each Party will pay any fees and expenses associated with obtaining any Consent from a Governmental Authority as may be imposed by applicable Law, provided that if applicable Law does not impose the fees or expenses on a Party, the Parties shall equally share the cost of such fees or expenses.
(b) In furtherance of the covenants set forth in Section 5.2(a):
(i) As soon as practicable following the Effective Date, Buyer and Seller shall prepare all necessary filings in connection with the transactions contemplated by this Agreement and the Related Agreements that may be required to be filed by such Party with applicable Governmental Authorities or under any applicable Laws. Such filings shall be submitted as soon as practicable following the Effective Date, but in no event later than thirty (30) days thereafter (subject to extension by mutual written agreement). The Parties shall (A) request expedited treatment of any such filings (where applicable), (B) subject to applicabl...
Notices; Consents. Any notice or consent called for by this agreement shall be in writing or by means of an electronic communication method which produces a written record, and shall be sent or transmitted to the respective parties at the address shown below: if to Mortxx: Mortxx Xxxernational, Inc. 100 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Chief Executive Officer if to RandH: Rohm and Haas Xxxpany 100 Xxxxxxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Chief Executive Officer
Notices; Consents. All notices consents or other communications which either party is required or may desire to give to the other under this Agreement shall be in writing and shall be given by personal delivery, by deposit, postage prepaid, in the United States mail, certified or registered mail, return receipt requested, by overnight delivery, or by fax addressed to the parties at their respective address set forth below: If to Pharmacy: Kindred Pharmacy Services 0000 Xxxxxxxxxxxxx Xxxxx Xxxxx Xx. Xxxxxxxxxx, XX 337164801 Attn:Pharmacy Manager Fax:000-000-0000 Kindred HealthCare, Inc 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attn: VP, Kindred Pharmacy Services Fax: 000-000-0000 cc: General Counsel Fax: 000-000-0000 If to HealthCare Facility: The Oaks at Avon 0000 X.X. Xxx 00 X Xxxx Xxxx, XX 00000 Attn:Administrator Fax:000-000-0000 Any notice sent in compliance with this section shall be deemed to have been given upon the earlier of actual receipt or three days after mail deposit, except, that notice of change of address shall not be deemed effective until actual receipt by the intended recipient.
