Personal Delivery When personally delivered to the recipient, notice is effective upon delivery.
Physical Delivery All notices must be in writing, except as provided in § 27.2. Any document, including a signed 707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 708 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 709 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in 710 § 27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 711 when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller, 712 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation described 713 in § 23 and except as provided in § 27.2).
Additional Deliveries (i) To each Agent, upon any Agent’s request, and in any event no less frequently than by noon New York time, ten (10) Business Days after the end of each Fiscal Month, or more frequently as any Agent may request after the existence and during the continuance of an Event of Default (together with a copy of any of the following reports requested by any Lender in writing after the Closing Date), each of the following reports, each of which shall be prepared by Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to each Borrower, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion (in substantially the same form as Exhibits 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iii) and 6.1(d)(iv) (each, a “Borrowing Base Certificate”);
(B) with respect to each Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion; and
(C) with respect to each Borrower, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion.
(ii) To each Agent, on a monthly basis or at any time after an Event of Default shall have occurred and is continuing, at such more frequent intervals as any Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to each Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of each Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To each Agent, at the time of delivery of each of the monthly Financial Statements delivered pursuant to this Section 6.1:
(A) a reconciliation of the most recent US Tranche A Borrowing Base, US Tranche A1 Borrowing Base, Canadian Tranche A Borrowing Base, or Canadian Tranche A1 Borrowing Base, as applicable, general ledger and month-end Inventory reports of each Borrower to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion;
(B) a reconciliation of the perpetual inventory by location to each Borrower’s most recent Borrowing Base Certificate, general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion;
(C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion;
(D) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Applicable Agent to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion;
(iv) To each Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 6.1, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940 or similar Applicable Law included in the Borrowing Base; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or any similar office or agency in the prior Fiscal Quarter.
Delivery by Facsimile This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
Delivery by Facsimile or Email This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or email with scan or facsimile attachment, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.
Email You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
Delivery by Telecopier Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.
Facsimile Where any Notice is provided or submitted to a Party via facsimile, an original of the Notice sent via facsimile shall promptly be sent by regular mail. For greater certainty, a notice given via facsimile shall not be invalid by reason only of a Party’s failure to comply with this Section 11.2.
Certified Mail When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.
SPECIAL DELIVERY INSTRUCTIONS All shipments will be FOB destination (as specified on Ordering Entity Purchase Order).
