Notices; Participation Sample Clauses

Notices; Participation. Seller shall promptly give Purchaser notice of any notices or other communication received by Seller from any Partnership and, in any event, within three (3) days of the date on which any such notice is received, will give Purchaser prior written notice of Seller's intent to send any notices to a Partnership or another partner of a Partnership as soon as reasonably possible and, in any event, within such time
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Notices; Participation. Seller shall promptly give Purchaser notice of any notices or other communication received by Seller from the Partnership and, in any event, within three (3) days of the date on which any such notice is received, will give Purchaser prior written notice of Seller's intent to send any notices to the Partnership or another partner of the Partnership as soon as reasonably possible and, in any event, within such time period as will allow Purchaser to consult with Seller regarding the contents of the notice and any response to a notice received by Seller. Purchaser will respond within the time period required for Seller to act or respond. Seller shall promptly give Purchaser such other information as Seller receives in connection with the Partnership and allow Purchaser to participate with Seller in connection with Seller's responsibilities to the Partnership. Seller will not take any action or fail to take any action that could have a material adverse change on Seller's interest in the Partnership during the pendency of this Agreement; provided, Seller will not participate in any meetings with partners of the Partnership (whether called or informal) regarding Partnership Matters or consent or object to any action by the Partnership unless Seller has given Purchaser notice of the meetings, consent or objection together with all material information concerning the matter being considered, and afforded Purchaser an opportunity to participate in the meeting and/or decision if permitted by the other partners.
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Notices; Participation. Each Party shall promptly notify the other Party of any claim of Losses with respect to which such Party is seeking indemnification hereunder, upon becoming aware thereof. The indemnified Party, at the indemnifying Party's cost, shall be permitted to retain counsel and to defend against such claim of Losses. All costs and expenses reasonably incurred by the indemnified Party hereunder shall be reimbursed to the indemnified Party by the indemnifying Party as incurred and the indemnifying Party may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of the indemnified Party and will cooperate with the indemnified Party in the disposition of any such matter. Notwithstanding the foregoing, notices and participation in actions regarding Patent infringement shall be governed by Section 9.3.2.2

Related to Notices; Participation

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

  • 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:

  • First Participation Notice In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase.

  • Participation by Telephone One or more of the Trustees or of any committee of the Trust may participate in a meeting thereof by means of a conference telephone or similar Communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting except as otherwise provided by the Investment Company Act of 1940.

  • Notices; Payments (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by facsimile transmission or sent by electronic mail:

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Purchase of Participations Immediately upon issuance of any Letter of Credit in accordance with Section 2.3(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit in connection with the issuance or acceptance of such Letter of Credit (including all obligations of the Borrower with respect thereto, and any security therefor or guaranty pertaining thereto).

  • Equity Participation This Warrant is issued in connection with the Loan Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. ss.47-24-101, et seq. and that such equity participation be perxxxxxx xxder said statutes and not constitute interest on the Note. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement, or any other agreement or document executed in connection with the Loan Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Loan Agreement, or any other document or instrument executed in connection with the Loan Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Note.

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

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