Notices; Payments Clause Samples
The "Notices; Payments" clause defines the procedures and requirements for delivering formal communications and making payments between parties under the agreement. It typically specifies acceptable methods for sending notices—such as email, mail, or courier—and may outline the addresses or contact details to be used. For payments, it can detail the timing, method, and account information required for proper remittance. This clause ensures that both parties have clear, reliable channels for important communications and financial transactions, reducing the risk of misunderstandings or missed obligations.
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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:
(i) in the case of RFC VIII, as a Transferor, to: American Express Receivables Financing Corporation VIII LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: President Fax: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: American Express Travel Related Services Company, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10285 Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) in the case of the Trust or the Owner Trustee, to: Wilmington Trust Company ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(iii) in the case of the Indenture Trustee, to: The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration – Asset Backed Securities Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(iv) in the case of the Note Rating Agency for a particular Series, the address, if any, specified in the Indenture Supplement relating to such Series, and
(v) to any other Person as specified in the Indenture; or, as to each party, at such other address, facsimile number or electronic mail address as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Notes that are Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. No Notice shall be required to be mailed to a Holder of Notes that are Bearer Notes but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such Notice. In addition, (a) if and so long as any Series, Class or Tranche of Notes is listed on the Luxembourg Stock Exchange and such stock exchange shall so require, any Notice to Noteholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series, Class or Tranche of Notes with respect to which any Bearer Notes a...
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 registered mail, return receipt requested, or sent by facsimile transmission (i) in the case of the Transferor, to Partners First Receivables Funding, LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -- Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (ii) in the case of the Servicer, to Partners First Holdings, LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, Maryland 21090 -- Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (iii) in the case of the Trustee, the Paying Agent or Transfer Agent and Registrar, to The Bank of New York at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 12E, New York, NY 10286, Attention: Corporate Trust Department (facsimile no (▇▇▇) ▇▇▇-▇▇▇▇ ), (iv) in the case of Moody's, to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ABS ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (facsimile no. (212) 553-4600), (v) in the case of Standard & Poor's, to ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Group, 15th Floor (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (vi) in the case of Fitch, to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attention: Structured Finance Department (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), and (vii) to any other Person as specified in any Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Registered Securities shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Security Register. No Notice shall be required to be mailed to a Holder of Bearer Securities or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Securityholder receives such Notice. In addition, (a) if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such Exchange shall so require, any Notice to Investor Securityholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series or Class with respect to which any Bearer Securities a...
Notices; Payments. (a) All notices and other communications given to or made upon any party hereto in connection with this Agreement shall be in writing (including telexed, telecopied or telegraphic communication) and mailed (by certified or registered mail), telexed, telegraphed, telecopied or delivered to the respective parties, as follows:
Notices; Payments. 82 Section 12.06
Notices; Payments. (a) The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
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 first class mail, postage prepaid, or sent by facsimile transmission to (i) in the case of Transferor and Servicer, to First National Bank of Omaha, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Stop Code 3395, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇–3395, Attention: President (in the case of the Transferor) or Treasurer (in the case of the Servicer), Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇; (ii) in the case of Issuer or Owner Trustee, to the Corporate Trust Office, with a copy to the Administrator, (iii) in the case of the Rating Agency for a particular Series, to the mailing address or e-mail address as may be provided by such Rating Agency, and (iv) to any other Person as specified in the Indenture or any Indenture Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such Notice.
Notices; Payments. Any payment, notice or other communication required by this Agreement (a) shall be in writing, (b) may be delivered personally, sent via electronic mail, or sent by reputable overnight courier with written verification of receipt or by registered or certified first class United States Mail, postage prepaid, return receipt requested, (c) shall be sent to the addresses listed above or to such other address as such party shall designate by written notice to the other party, and (d) shall be effective upon receipt.
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, sent by facsimile transmission or sent by electronic mail (i) in the case of RFC II, to American Express Receivables Financing Corporation II, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Secretary (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (ii) in the case of Centurion Bank, to American Express Centurion Bank, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no (▇▇▇) ▇▇▇-▇▇▇▇), (iii) in the case of RFC III, to American Express Receivables Financing Corporation III LLC, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇-▇, 02-01-03, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), with a copy to American Express Travel Related Services Company, Inc., as administrator, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: General Counsel (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (iv) in the case of FSB, at American Express Bank, FSB, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (v) in the case of RFC IV, to American Express Receivables Financing Corporation IV LLC, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, 02-01-46, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), with a copy to American Express Travel Related Services Company, Inc., as administrator, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: General Counsel (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (vi) in the case of TRS, to American Express Travel Related Services Company, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: Treasurer (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), , (vii) in the case of the Trustee, the Paying Agent or Transfer Agent and Registrar, to The Bank of New York Mellon, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West, New York, New York 10286, Attention: Corporate Trust Administration – Asset Backed Securities (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, electronic mail address ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), (viii) in the case of Moody’s, to ▇▇▇▇▇’▇ Investors Service Inc. at 7 World Trade Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ABS Monitoring Department (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (ix) in the case of Standard & Poor’s, to Standard & Poor’s Ratings Group at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇...
Notices; Payments. All demands, notices, instructions, directions and communications 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 (i) in the case of Cartus or CRC, to the address provided in the Fee Receivables Purchase Agreement or the Receivables Purchase Agreement, respectively, (ii) in the case of the Servicer, to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer (telephone no. (▇▇▇) ▇▇▇-▇▇▇▇; telecopier no. (▇▇▇) ▇▇▇-▇▇▇▇), (iii) in the case of the Issuer, to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer (telephone no. (▇▇▇) ▇▇▇-▇▇▇▇; telecopier no. (▇▇▇) ▇▇▇-▇▇▇▇), (iv) in the case of the Trustee, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Office (telephone no. (▇▇▇) ▇▇▇-▇▇▇▇; telecopier no. (▇▇▇) ▇▇▇-▇▇▇▇); or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.
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 registered mail, return receipt requested, or sent by facsimile transmission (i) in the case of the Transferor and the Servicer, to The First National Bank of Atlanta, ▇▇ ▇▇▇▇'▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Center Manager, with a copy to Wachovia Bank of North Carolina, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal Department, (ii) in the case of the Trustee, to the Corporate Trust Office, with a copy to The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 12E, New York, New York 10286, Attention: Corporate Trust Department (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (iii) in the case of the Credit Enhancement Provider for a particular Series, the address, if any, specified in the Supplement relating to such Series and (iv) in the case of the Rating Agency for a particular Series, the address, if any, specified in the Supplement relating to such Series; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Any Notice required or permitted to be given to a Holder of Registered Securities shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Security Register. No Notice shall be required to be mailed to a Holder of Bearer Securities or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Securityholder receives such Notice. In addition, (a) if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such Exchange shall so require, any Notice to Investor Securityholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series or Class with respect to which any Bearer Securities are outstanding, any Notice required or permitted to be given to Investor Securityholders of such Series or Class shall be published in an Authorized Newspaper within the time period prescribed in this Agreement.