Notices, Consents, Etc. The Custodian shall deliver to the Funds, in the most expeditious manner practicable, all notices, consents or announcements affecting or relating to Securities held by the Custodian on behalf of the Funds that are received by the Custodian, and, upon receipt of Proper Instructions, the Custodian shall execute and deliver such consents or other authorizations as may be required.
Notices, Consents, Etc. 6 Section 2.10. Notice of Custodian's Inability to Perform 7 ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS 7 Section 3.01. Proper Instructions; Special Instruction 7 Section 3.02. Authorized Persons 8 Section 3.03. Investment Limitations 8 Section 3.04. Persons Having Access to Assets of the Funds 8 Section 3.05. Actions of Custodian Based on Proper Instructions and Special Instructions 9 ARTICLE IV - STANDARD OF CARE; INDEMNIFICATION 9 Section 4.02. Liability of Custodian for Actions of Securities Systems 9 Section 4.03. Indemnification 9 Section 4.04. Funds, Right to Proceed 10 ARTICLE V - COMPENSATION 11 Section 5.01. Compensation 11 Section 5.02. Waiver of Right of Set-Off 11 ARTICLE VI - TERMINATION 11 Section 6.01. Events of Termination 11 Section 6.02. Successor Custodian; Payment of Compensation 11 ARTICLE VII - MISCELLANEOUS 12 Section 7.01. Representative Capacity and Binding Obligation 12 Section 7.02. Entire Agreement 12 Section 7.03. Amendments 12 Section 7.04. Interpretation 12 Section 7.05. Captions 13 Section 7.06. Governing Law 13 Section 7.07. Notice and Confirmations 13 Section 7.08. Assignment 14 Section 7.09. Counterparts 14 Section 7.10. Confidentiality; Survival of Obligations 14
Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
Notices, Consents, Etc. Any notice, consent, election, approval, payment, demand, or communication required or permitted to be given by this agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes only when delivered personally to or actually received by the party or an officer of the entity to which directed or ten (10) days after having been sent by registered or certified mail, postage and charges prepaid, addressed to the address for the notified party contained in the Company's records. Any Member may change its address for purposes of this agreement by giving the Company and each other Member notice of such change, in the manner set forth above.
Notices, Consents, Etc. Any notices, consents or other communication required or permitted to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally or (b) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing.
(a) If to the Buyer: c/o Xxxxx Media Company 1200 Bxxxx Building 700 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Jxxxx X. Xxxxx with a copy to (which shall not constitute notice): Kxxxxx Xxxxxx Rosenman LLP 500 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Wxxxxx X. Xxxxxxxx, Esq.
(b) If to the Seller: c/o Xxxxxxx & Gxxxx, Professional Association 7000 Xxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 Attention: Lxxxxxxx X. Xxxxxxx and Jxxxx X. Xxxxx with a copy to (which shall not constitute notice): Mxxx & Bxxxxxx, A Professional Association 90 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Txxxxx X. Xxxxxxx, Esq. Date of delivery of such notice shall be (x) the date such notice is personally delivered or (y) one (1) Business Day after the date of delivery to the overnight courier if sent by overnight courier.
Notices, Consents, Etc. Any notices, consents or other communications required to be sent or given hereunder by any of the Parties shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by E-mail, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to the Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: If to the Company (prior to the Closing): One S.W. Columbia, Ste. 1700 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxx Xxxxxxxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: Xxxxxxxxx Traurig, LLP 0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxx@xxxxx.xxx and Xxxxxxxxx Traurig, LLP MetLife Building 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxxx@xxxxx.xxx If to the Sellers: One S.W. Columbia, Ste. 1700 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxx Xxxxxxxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: Xxxxxxxxx Xxxxxxx, LLP 0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxx@xxxxx.xxx and Xxxxxxxxx Xxxxxxx, LLP MetLife Building 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxxx Telephone: (000) 000-0000 E-mail: xxxxxxxx@xxxxx.xxx If to the Buyer: 0 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxx Telephone: (000) 000-0000 E-mail: xxxx.xxxxxxxxx@xxxxxxxxx.xxx with a copy to: Xxxxxx & Bird LLP 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Xxxxxx Xxxxx Telephone: (000) 000-0000 (000) 000-0000 E-mail: xxxxxx.xxxxxx@xxxxxx.xxx Date of service of such notice shall be (i) the date such notice is delivered by hand or by E-mail, (ii) one Business Day following the delivery by express overnight delivery service, or (iii) three (3) days after the date of mailing if sent by certified or registered mail.
Notices, Consents, Etc. Any notices, consents or other communications required to be sent or given hereunder by any of the Parties shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile, e-mail or other means of electronic transmission, (c) delivered by Federal Express or other express overnight delivery service, or (d) sent by registered or certified mail, return receipt requested, to the Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: Selective Risk Management LLC 900 Xxxx Xxxxxx Xxxx, #103 Springfield, Pennsylvania 19064 Attention: Exxxxx Xxxx E-mail: exxxxxx@xxx-xxx.xxx TriGen Insurance Solutions, Inc. 400 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Cxxxxxxxxxx X. Xxxxx E-mail: cxxxxx@xxxxxx.xxx Date of service of such notice shall be (x) the date such notice is delivered by hand, facsimile, e-mail or other form of electronic transmission, (y) one (1) business day following the delivery by express overnight delivery service, or (z) three (3) business days after the date of mailing if sent by certified or registered mail.
Notices, Consents, Etc. Any notices, consents or other communications required to be sent or given hereunder by any of the Parties shall in every case be in writing and shall be deemed properly served if and when delivered by hand, transmitted by facsimile, e-mail or other means of electronic transmission, delivered by Federal Express or other express overnight delivery service, or sent by registered or certified mail, return receipt requested, to the Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: If to the Seller or the Equity Holder: Mid Atlantic Insurance Services, Inc. 0000 X. Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx E-mail: with a copy (which shall not constitute notice) to: Xxxxxxxxx Xxxxxxxxx, PC The Edgeworth Building 0000 Xxxx Xxxx Xxxxxx P.O. Box 500 Richmond, Virginia 23223 (mail 23218-0500) Attn: Xxxxxx X. Xxxx, Esquire Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx@xx-xxx.xxx If to the Buyer: Patriot Underwriters, Inc. 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxxxxx X. Xxxxx E-mail: xxxxxx@xxxxxx.xxx Date of service of such notice shall be (a) the date such notice is delivered by hand, facsimile, e-mail or other form of electronic transmission, as long as a hard copy of such notice is also delivered by overnight delivery service no later than three (3) days following electronic transmission, (b) one (1) business day following the delivery by express overnight delivery service, or (c) three (3) business days after the date of mailing if sent by certified or registered mail.
Notices, Consents, Etc. Any notices, consents or other communications required to be sent or given hereunder by the Parties shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile with confirmation of transmission or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to the Parties at the addresses as set forth below or at such other addresses as may be furnished in writing.
(a) If to the Seller: HealthTronics, Inc. 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 000X Xxxxxx, Xxxxx 00000 Attention: Xxxxx Xxxxxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 with a copy to (which shall not constitute notice): Xxxxxxx Xxxxxx L.L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000
(b) If to the Buyer: Oshkosh Truck Corporation 0000 Xxxxxx Xxxxxx (54902) XX Xxx 0000 Xxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxxxxx, Executive Vice President and General Counsel Tel: (000) 000-0000 Fax: (000) 000-0000 with a copy to (which shall not constitute notice): Xxxxx & Xxxxxxx LLP 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxx III Tel: (000) 000-0000 Fax: (000) 000-0000 Date of service of such notice shall be (x) the date such notice is delivered by hand, (y) one (1) business day following the delivery by facsimile or by express overnight delivery service, or (z) three (3) days after the date of mailing if sent by certified or registered mail.
Notices, Consents, Etc. Any notices, consents or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by a nationally recognized overnight courier service, or (d) sent by facsimile transmission to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing.
(i) If to Seller and Members: Members’ Committee c/o NovaMed Surgery Center of Cleveland, LLC 100 00xx Xxxxxx XX Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Dx. Xxxxx X. Duncan Fax: 400-000-0000 with a copy to: Mxxxxx & Mxxxxx PLLC 1000 Volunteer Building 800 Xxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: E. Mattias Jannerbo, Esq. Fax: 400-000-0000
(ii) If to ASCOA: Cataract and Laser Center Partners d/b/a Ambulatory Surgical Centers of America 100 Xxxxxxxxxx Xxxxxx, Xxxxx 0 Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Lxxx Xxxxxxx Fax: 500-000-0000 with a copy to: MxXxxxx Wxxxx LLP 70 Xxxx Xxxxxx Xxxxx, Suite 4100 Chicago, Illinois 60601 Attention: Sxxxx Xxxxxx Fax: 200-000-0000
