Common use of Agent for Service Clause in Contracts

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG Corporation; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 If the agent referred to in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalf. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of this clause.

Appears in 2 contracts

Sources: Lease Agreement (Lecg Corp), Lease Agreement (Lecg Corp)

Agent for Service. 8.1 This clause applies 33.1 The Buyer irrevocably appoints Elemental Process Agent Limited (“Elemental”) as its agent to any writ, summons, order, judgment or other process issued out of the courts of receive service on its behalf in England and Wales agrees that: (a) service shall be deemed completed on delivery to Elemental’s registered office whether or not the relevant proceedings are received by Elemental and Clause 30.2 shall apply to determine the deemed time of service as if references in connection with that Clause to the giving of a notice were to the service of any proceeding, suit or action proceedings arising out of or in connection with this Lease Agreement; (b) if for any reason Elemental ceases to act as the Buyer’s agent or no longer has an address in England, the Buyer shall within five (5) Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Sellers) with an address in England and shall give notice to the exclusion Sellers of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service on Elemental shall constitute effective service on the Buyer unless and until the Sellers receive notice in accordance with Clause 33.1(b) from the Buyer of the appointment of any other provision substitute agent and with effect from the Sellers’ receipt of such notice the substitute agent shall be deemed to be the Buyer’s agent for the purposes of this Lease relating Clause 33. 33.2 Metacomet irrevocably appoints the Company as its agent to receive service on its behalf in England and agrees that: (a) service shall be deemed completed on delivery to the Company’s registered office whether or not the relevant proceedings are received by the Company and Clause 30.2 shall apply to determine the deemed time of service as if references in that Clause to the giving of a notice were to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which proceedings arising out of or in connection with this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG CorporationAgreement; (iib) such other person if for any reason the Company ceases to act as is appointed as Metacomet’s agent for or no longer has an address in England, Metacomet shall within five (5) Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Buyer) with an address in England and shall give notice to the Buyer of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service pursuant to clause 8.5 at on the address notified pursuant to clause 8.5. 8.4 Any such document addressed Company shall constitute effective service on Metacomet unless and until the Buyer receives notice in accordance with clause 8.3 Clause 33.1(b) from Metacomet of the appointment of any substitute agent and with effect from the Buyer receipt of such notice the substitute agent shall be deemed to have been duly served ifbe Metacomet’s agent for the purposes of this Clause 33. 33.3 Alchemy irrevocably appoints Alchemy Special Opportunities LLP as its agent to receive service on its behalf in England and agrees that: (ia) left at service shall be deemed completed on delivery to Alchemy Special Opportunities LLP’s registered office whether or not the specified address, when it is left; orrelevant proceedings are received by Alchemy Special Opportunities LLP and Clause 30.2 shall apply to determine the deemed time of service as if references in that Clause to the giving of a notice were to the service of any proceedings arising out of or in connection with this Agreement; (iib) sent by first class post, three clear days after the date of posting. 8.5 If the agent referred to in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases if for any reason Alchemy Special Opportunities LLP ceases to act as such▇▇▇▇▇▇▇’s agent or no longer has an address in England, LECG Corporation Alchemy shall within five (5) Business Days appoint a replacement substitute agent to accept service having (the identity of whom shall have been agreed in advance with the Buyer) with an address for service in England or Wales and shall notify give notice to the Landlord Buyer of the name and address substitute agent’s name, address, together with a copy of the replacement substitute agent; failing such appointment and notification, the Landlord may by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalf. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness ’s acceptance of the appointment; and (c) service of on Alchemy Special Opportunities LLP shall constitute effective service on Alchemy unless and until the document Buyer receives notice in accordance with Clause 33.1(b) from Alchemy of the provisions appointment of any substitute agent and with effect from the Buyer receipt of such notice the substitute agent shall be deemed to be Metacomet’s agent for the purposes of this clauseClause 33. 33.4 Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Appears in 1 contract

Sources: Share Purchase Agreement (Skyward Specialty Insurance Group, Inc.)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out 36.1 Each of the courts of England Purchaser and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation Guarantor irrevocably agrees that any document to which this clause applies Service Document may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on its agent LECG agent, Jordan Company Secretaries Limited, if no replacement agent has been appointed and notified Notice given to the Landlord Croda International pursuant to sub-clause 8.5, 36.3 or on the replacement agent if one has been appointed and notified Notice given to the LandlordCroda International. 8.3 36.2 Any such document Service Document served pursuant to this clause Clause shall be marked for the attention of: (iA) LECG Sovereign Speciality Chemicals Inc. c/o Jordan Company Secretaries Limited at the demised premises or 20-2▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ such other address within England or Wales as may be notified set out in a Notice given to the Landlord other parties by LECG Corporation;the Purchaser; or (iiB) such other person as is appointed as agent for service pursuant to sub-clause 8.5 36.3 at the address notified set out in the Notice given pursuant to sub-clause 8.536.3. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 36.3 If the agent referred to in sub-clause 8.2 36.1 (or any replacement agent appointed pursuant to this sub-clauseClause 36) at any time ceases for any reason to act as such, LECG Corporation the Purchaser shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify give Notice to the Landlord other parties of the name and address of the replacement agent; failing such appointment and notification, the Landlord may other parties shall be entitled by notice Notice to LECG Corporation appoint such a replacement agent to act on LECG Corporationthe Purchaser's behalf. 8.6 36.4 A copy of any document Notice served on an agent pursuant to this clause Clause shall be sent by post given to LECG Corporation the Purchaser and the Guarantor, or either of them as applicable at its address for the time being for the service of notices and other communications under this Leaseas set out in Clause 27 (Notices), but no failure or delay in so doing shall prejudice the effectiveness of the service of the document Notice in accordance with the provisions of this clausesub-clause 36.

Appears in 1 contract

Sources: Business and Share Sale Agreement (Sovereign Specialty Chemicals Inc)

Agent for Service. 8.1 This clause applies 27.1 The Guarantor irrevocably appoints Enstar (EU) Limited (company registration number 3168082) whose registered office is at Avaya House, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇ as its agent to any writ, summons, order, judgment or other process issued out of the courts of receive service on its behalf in England and Wales agrees that: (a) service shall be deemed completed on delivery to Enstar (EU) Limited’s registered office whether or not the relevant proceedings are received by Enstar (EU) Limited and clause 26.2 shall apply to determine the deemed time of service as if references in connection with that clause to the giving of a notice were to the service of any proceeding, suit or action proceedings arising out of or in connection with this Lease Agreement; (b) if for any reason Enstar (EU) Limited ceases to act as the Guarantor’s agent or no longer has an address in England, the Guarantor shall within 20 Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Seller) with an address in England and shall give notice to the exclusion Seller of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service on Enstar (EU) Limited shall constitute effective service on the Guarantor unless and until the Seller receives notice in accordance with clause 27.1(b) from the Guarantor of the appointment of any other provision substitute agent and with effect from the Seller’s receipt of such notice the substitute agent shall be deemed to be the Guarantor’s agent for the purposes of this Lease relating clause 27. 27.2 The Seller irrevocably appoints Norose Notices Limited as its agent to receive service on its behalf in England and agrees that: (a) service shall be deemed completed on delivery to Norose Notices Limited’s registered office whether or not the relevant proceedings are received by Norose Notices Limited and clause 26.2 shall apply to determine the deemed time of service as if references in that clause to the giving of a notice were to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which proceedings arising out of or in connection with this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG CorporationAgreement; (iib) such other person if for any reason Norose Notices Limited ceases to act as is appointed as the Seller’s agent for or no longer has an address in England, the Seller shall within 20 Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Seller) with an address in England and shall give notice to the Buyer of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service pursuant to clause 8.5 at on Norose Notices Limited shall constitute effective service on the address notified pursuant to clause 8.5. 8.4 Any such document addressed Seller unless and until the Buyer receives notice in accordance with clause 8.3 27.2(b) from the Seller of the appointment of any substitute agent and with effect from the Buyer’s receipt of such notice the substitute agent shall be deemed to have been duly served if: (i) left at be the specified address, when it is left; or (ii) sent by first class post, three clear days after Seller’s agent for the date purposes of postingthis clause 27. 8.5 If 27.3 Nothing contained in this Agreement shall affect the agent referred right to serve process in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may other manner permitted by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalflaw. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of this clause.

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of Shares (Enstar Group LTD)

Agent for Service. 8.1 This clause applies to (a) For the purpose of any writsuit, summons, order, judgment Action or other process issued out of the courts of England and Wales in connection with proceeding initiated by Buyer or any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served Buyer Indemnitee pursuant to this clause Agreement and otherwise in accordance with Section 12.15, each Management Seller hereby appoints the Sellers’ Representative as such Management Seller’s duly authorized agent in the United States upon whom process may be served in any such suit, Action or other proceeding. Such appointment of agent shall be marked for the attention of: effective unless and until (i) LECG Limited at the demised premises or a successor agent authorized to perform such other address within England or Wales as may be notified to the Landlord by LECG Corporation; agency function is appointed, (ii) such other person as successor accepts such appointment, and (iii) notice of such successor agent is appointed as agent for service pursuant sent to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 If the agent referred to in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalf. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document Buyer in accordance with the provisions of Section 12.3. The Person appointed at any time as such agent is referred to herein as the “Authorized Agent”. Buyer hereby acknowledges and agrees to the appointment of the Authorized Agent pursuant to this clauseSection 12.18 and agrees that, for so long as an Authorized Agent has been duly appointed and is acting hereunder, any suit, Action or other proceeding initiated by Buyer or any Buyer Indemnitee will be effective if served upon the Authorized Agent. Each Management Seller hereby waives any defense based on insufficient service of process (or like defense) in any suit, Action or other proceeding initiated by Buyer or any Buyer Indemnitee provided that service is made on the Authorized Agent in accordance with this Section 12.18. (b) The sole responsibility of the Authorized Agent hereunder shall be to send legal process received hereunder by the Authorized Agent on behalf of any Management Seller to the appropriate Management Seller in accordance with the notice provisions set forth in Section 12.3. Notwithstanding anything herein to the contrary, each Management Seller will provide the Authorized Agent in writing with ten (10) Business Days prior notice of any change to its address. The Authorized Agent shall have no responsibility for the receipt or non-receipt by any Management Seller of such legal process. Should such legal process be returned to the Authorized Agent for any reason, the Authorized Agent shall have no responsibility other than to return such legal process to the sender by first class mail. (c) Each Management Seller hereby agrees, severally and not jointly and severally, to indemnify, hold harmless and defend the Authorized Agent from and against any and all claims, damages, liabilities and causes of action (including attorneys fees and costs) imposed upon, incurred by or asserted against the Authorized Agent, directly or indirectly, relating to or arising out of this Agreement and its appointment as agent for service of process hereunder. (d) In the event JFL Seller (whether in its own capacity or in its capacity as the Sellers’ Representative) is serving as the Authorized Agent hereunder, such service shall not in any way (i) cause JFL Seller to become jointly and severally liable with the Management Sellers for any Damages for which Buyer or any other Buyer Indemnitee seek indemnification under this Agreement, the Escrow Agreement or the Collateral Agreement, or (ii) otherwise modify, replace or supplement the allocation of or limits on liability set forth in this Agreement, the Escrow Agreement or the Collateral Agreement.

Appears in 1 contract

Sources: Purchase Agreement (Goodrich Corp)

Agent for Service. 8.1 This clause applies 24.1 Bidder hereby irrevocably appoints Apollo Management International LLP of ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the “Bidder Agent”) to be its agent for the receipt of Service Documents. It agrees that any writ, summons, order, judgment or other process issued out of the courts of England and Wales Service Document may be effectively served on it in connection with any proceedingproceedings, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which this clause applies may be sufficiently England and effectively served on it Wales by service on its agent LECG Limited, if no replacement agent has been appointed and notified to effected in any manner permitted by the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the LandlordCivil Procedure Rules. 8.3 Any such document served pursuant 24.2 Target hereby irrevocably appoints The Restaurant Group Holdings Limited of ▇ – ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the “Target Agent”) to this clause shall be marked its agent for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as receipt of Service Documents. It agrees that any Service Document may be notified to effectively served on it in connection with proceedings, suit or action in England and Wales by service on its agent effected in any manner permitted by the Landlord by LECG Corporation; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5Civil Procedure Rules. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 24.3 If the agent referred to in clause 8.2 (Bidder Agent or any replacement agent appointed pursuant to this sub-clause) the Target Agent at any time ceases for any reason to act as such, LECG Corporation Bidder or Target (as applicable) shall promptly appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord other party of the name and address of the replacement agent; failing . Failing such appointment and notification: (A) in the case of the Bidder Agent, the Landlord may Target shall be entitled by notice to LECG Corporation Bidder to appoint such a replacement agent to act on LECG Corporation's behalfbehalf of Bidder; and (B) in the case of the Target Agent, Bidder shall be entitled by notice to Target to appoint a replacement agent to act on behalf of Target. The provisions of this Clause 24 applying to service on an agent apply equally to service on a replacement agent. 8.6 24.4 A copy of any document Service Document served on an agent pursuant to this clause on: (A) the Bidder Agent shall be sent by post to LECG Corporation at its address for Bidder; and (B) the time being for the service of notices and other communications under this Lease, but no failure Target Agent shall be sent to Target. Failure or delay in so doing shall not prejudice the effectiveness of the service of the document in accordance with Service Document. • The boards of directors of Rock BidCo Limited (“Bidco”) and The Restaurant Group plc (“TRG”) are pleased to announce that they have reached agreement on the provisions terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of TRG. It is intended that the Acquisition will be implemented by way of a Court- sanctioned scheme of arrangement under Part 26 of the 2006 Act. • Under the terms of the Acquisition, each TRG Shareholder will be entitled to receive: • The Acquisition Price per Scheme Share represents a premium of approximately: • 67 per cent. to the volume-weighted average price of 39 ▇▇▇▇▇ per TRG Share for the twelve- month period ended 11 October 2023 (being the last Business Day before the date of this clauseannouncement); • 49 per cent. to the volume-weighted average price of 44 ▇▇▇▇▇ per TRG Share for the six-month period ended 11 October 2023 (being the last Business Day before the date of this announcement); and • 34 per cent. to TRG’s closing share price of 48 ▇▇▇▇▇ per TRG Share on 11 October 2023 (being the last Business Day before the date of this announcement). • The Acquisition values TRG’s entire issued, and to be issued, ordinary share capital at approximately £506 million on a fully diluted basis, and implies an enterprise value of £701 million and a multiple of approximately 9.0 times TRG’s Adjusted EBITDA for the twelve months ended 2 July 2023. • If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TRG Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Scheme Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by TRG of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, TRG Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

Appears in 1 contract

Sources: Co Operation Agreement

Agent for Service. 8.1 This clause applies 28.1 The Guarantor irrevocably appoints Enstar (EU) Limited (company registration number 3168082) whose registered office is at Avaya House, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇ as its agent to any writ, summons, order, judgment or other process issued out of the courts of receive service on its behalf in England and Wales agrees that: (a) service shall be deemed completed on delivery to Enstar (EU) Limited’s registered office whether or not the relevant proceedings are received by Enstar (EU) Limited and clause 27.2 shall apply to determine the deemed time of service as if references in connection with that clause to the giving of a notice were to the service of any proceeding, suit or action proceedings arising out of or in connection with this Lease Agreement; (b) if for any reason Enstar (EU) Limited ceases to act as the Guarantor’s agent or no longer has an address in England, the Guarantor shall within 20 Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Seller) with an address in England and shall give notice to the exclusion Seller of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service on Enstar (EU) Limited shall constitute effective service on the Guarantor unless and until the Seller receives notice in accordance with clause 28.1(b) from the Guarantor of the appointment of any other provision substitute agent and with effect from the Seller’s receipt of such notice the substitute agent shall be deemed to be the Guarantor’s agent for the purposes of this Lease relating clause 28. 28.2 The Seller irrevocably appoints Norose Notices Limited as its agent to receive service on its behalf in England and agrees that: (a) service shall be deemed completed on delivery to Norose Notices Limited’s registered office whether or not the relevant proceedings are received by Norose Notices Limited and clause 27.2 shall apply to determine the deemed time of service as if references in that clause to the giving of a notice were to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which proceedings arising out of or in connection with this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG CorporationAgreement; (iib) such other person if for any reason Norose Notices Limited ceases to act as is appointed as the Seller’s agent for or no longer has an address in England, the Seller shall within 20 Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Seller) with an address in England and shall give notice to the Buyer of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service pursuant to clause 8.5 at on Norose Notices Limited shall constitute effective service on the address notified pursuant to clause 8.5. 8.4 Any such document addressed Seller unless and until the Buyer receives notice in accordance with clause 8.3 28.2(b) from the Seller of the appointment of any substitute agent and with effect from the Buyer’s receipt of such notice the substitute agent shall be deemed to have been duly served if: (i) left at be the specified address, when it is left; or (ii) sent by first class post, three clear days after Seller’s agent for the date purposes of postingthis clause 28. 8.5 If 28.3 Nothing contained in this Agreement shall affect the agent referred right to serve process in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may other manner permitted by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalflaw. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of this clause.

Appears in 1 contract

Sources: Share Purchase Agreement (Enstar Group LTD)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation 17.1 The Purchaser irrevocably agrees that any document to which this clause applies may be sufficiently and effectively served on it in connection with any Proceedings in England and Wales by service on its agent LECG LimitedBaker & ▇▇▇▇nzi▇, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on ▇▇ ▇n the replacement agent if one has been appointed and notified to the Landlord3i Representative and the Managers' Representative. 8.3 17.2 Any such document served pursuant to this clause shall be marked for the attention of: (ia) LECG Limited at the demised premises or such Baker & ▇▇▇▇nzi▇ ▇▇ ▇▇0 New ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Attention: Gary Se▇▇▇▇) ▇▇ ▇▇ch other address within England or Wales as may be notified to the Landlord 3i Representative and the Managers' Representative by LECG Corporation;the Purchaser; or (iib) such other person as is appointed as agent for service pursuant to clause 8.5 17.4 at the address notified pursuant to clause 8.517.4. 8.4 17.3 Any such document addressed in accordance with clause 8.3 17.2 shall be deemed to have been duly served if: (i) if left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 17.4 If the agent referred to in clause 8.2 17.1 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation the Purchaser shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord 3i Representative and the Managers' Representative of the name and address of the replacement agent; failing such appointment and notification, the Landlord may 3i Representative and the Managers' Representative shall be entitled by notice to LECG Corporation the Purchaser to appoint such a replacement agent to act on LECG Corporationthe Purchaser's behalf. 8.6 17.5 A copy of any document served on an agent pursuant to this clause shall be sent by post delivered to LECG Corporation the Purchaser at its address for the time being for the service of notices and other communications under this Leaseclause 16, but no failure or delay in so doing shall prejudice the effectiveness of the service of the such document in accordance with the provisions of this clauseclause 17.1.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Right Management Consultants Inc)

Agent for Service. 8.1 This clause applies 24.1 Novartis irrevocably appoints Linklaters LLP of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ to any writ, summons, order, judgment or other process issued out be its agent for the receipt of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably Service Documents. It agrees that any document to which this clause applies Service Document may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on its agent LECG Limited, if no replacement agent has been appointed and notified to effected in any manner permitted by the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the LandlordUK Civil Procedure Rules. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG Corporation; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 24.2 If the agent referred to in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation Novartis shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord GSK of the name and address of the replacement agent; failing . Failing such appointment and notification, the Landlord may GSK shall be entitled by notice to LECG Corporation Novartis to appoint such a replacement agent to act on LECG Corporation's behalfbehalf of Novartis. The provisions of this clause 24 applying to service on an agent apply equally to service on a replacement agent. 8.6 24.3 A copy of any document Service Document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure Novartis. Failure or delay in so doing shall not prejudice the effectiveness of the service of the document Service Document. SCHEDULE 1 INDICATIVE TIMETABLE: GSK CLASS 1 CIRCULAR SCHEDULE 2 GSK SHAREHOLDER APPROVAL CONDITION: NOVARTIS INFORMATION AND ASSISTANCE The information, documentation and assistance referred to in clause 2.8 shall include: (A) the provision of information about Novartis and/or any other member of its Group reasonably required or necessary to be included in any public documents, announcements, statements and/or notices to be produced by GSK in connection with the GSK Shareholder Approval Condition under the Listing Rules or otherwise (including, for the avoidance of doubt, the GSK Class 1 Circular and/or any supplementary circular thereto (and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto or following the publication thereof)); (B) without prejudice to the generality of paragraph (A) above, the provision of the necessary information, documentation, co-operation and assistance in connection with the following requirements of the GSK Class 1 Circular, whether pursuant to the Listing Rules or otherwise: (i) the following historical financial information in respect of each of (i) the business/operations to be sold under the Vaccines Target Asset Agreement, (ii) the business/operations to be contributed to CHJV under the CH Target Asset Agreement, and (iii) each of the various possible packages of assets which may be the subject of a sale under the Put Option Agreement (the “Novartis Businesses”) for the last three financial years: (a) balance sheet and explanatory notes; (b) income statement and explanatory notes; (c) cash flow statement and explanatory notes; (d) statement showing changes in equity, other than those arising from capital transactions with owners and distributions to owners; (e) accounting policies; and (f) any additional explanatory notes, in each case, presented on a basis that is consistent with the accounting policies and practices used by GSK in its last published annual consolidated accounts as at the date of the GSK Class 1 Circular (or, if not so presented, then accompanied by all such information as is reasonably required by GSK for the purpose of converting such historic financial information to such basis of presentation); (ii) an opinion from an independent accountant confirming (on customary terms) that the financial information referred to in paragraph (B)(i) above: (a) is presented in a form that is consistent with the accounting policies and practices used by GSK in its last published annual consolidation accounts as at the date of the GSK Class 1 Circular (or, if not so presented, then accompanied by all such information as is reasonably required by GSK for the purpose of converting such historic financial information to such basis of presentation); and (b) gives a true and fair view of the financial position of each of the Novartis Businesses. Instead of requiring such opinion from Novartis’s accountant, GSK may procure that such opinion is instead provided by its accountant, and, in the event it does so, Novartis shall procure that its accountant provides to GSK’s accountant customary back-to-back comfort (in the form of comfort letters) in respect of the same; (iii) confirmation that Novartis has not made any acquisitions during or subsequent to the three year period referred to in paragraph (B)(i) above which would trigger the requirement under the Listing Rules to include additional financial information in the GSK Class 1 Circular such that the financial information provided represents at least 75 per cent. of each of the Novartis Businesses; (iv) in relation to the Novartis Businesses, the provision of information and assistance to the extent reasonably requested by GSK in respect of the requirement to include in the GSK Class 1 Circular a statement of the effect of the Transaction on the earnings, assets and liabilities of GSK’s Group, which may be presented as a pro forma statement(s) and/or by way of narrative description(s); (v) in relation to the Novartis Businesses, the provision of information and assistance to the extent reasonably requested by GSK in connection with the preparation of the working capital statement required to be included in the GSK Class 1 Circular; (vi) a confirmation from Novartis’s accountant (on customary terms) that there has been no significant change in the financial or trading position of any of the Novartis Businesses since the end of the last financial period when audited or interim financial information was published; (vii) in relation to the Novartis Businesses, the provision of information and assistance to the extent reasonably requested by GSK in relation to the following matters that are required to be included in the GSK Class 1 Circular: (a) the material risks to the Transaction; (b) the material new risks to GSK’s Group as a result of the Transaction; (c) any existing risk factors affecting GSK’s Group that will be impacted by the Transaction; (d) the most significant recent trends in production, sales and inventory, costs and selling prices affecting GSK (assuming the Transaction has taken place); (e) information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on GSK’s prospects for the financial year in which the GSK Class 1 Circular is published (assuming the Transaction has taken place); (viii) the provision of information and assistance to the extent reasonably requested by GSK in relation to any estimated synergies or other quantified estimated financial benefits expected to arise from the Transaction that are to be included in the GSK Class 1 Circular, to the extent the information is required to be included in the GSK Class 1 Circular in respect of the same under the Listing Rules; (ix) a summary of the material contracts relating to the Novartis Businesses that the GSK Shareholders would reasonably require for the purposes of making a properly informed assessment of the Transaction (as determined by Novartis, acting reasonably); and (x) a summary of any Significant Litigation relating to the Novartis Businesses (and for these purposes, “Significant Litigation” means any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Novartis is aware) which may have, or have had, significant effects on the financial position or profitability of the GSK Group or the relevant Novartis Businesses (as determined by Novartis, acting reasonably)); (C) in relation to Novartis and the Novartis Businesses, the verification in accordance with the requirements of clause 2.8 of any public documents or parts thereof produced by GSK in connection with the GSK Shareholder Approval Condition under the Listing Rules or otherwise (including, for the avoidance of doubt, the GSK Class 1 Circular and any supplementary circular thereto (and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto or following publication thereof)); (D) upon reasonable request by GSK, assisting GSK and its Representatives in the making of any submissions, applications and/or notifications to, providing information to and/or engaging in discussions, negotiations and/or any other communication with, the FCA (including, for the avoidance of doubt, the UKLA) in connection with the GSK Shareholder Approval Condition; and (E) taking reasonable steps to provide access to, and to procure that information, documentation, co-operation and assistance is provided by, Novartis’s professional advisers (including, for the avoidance of doubt, Novartis’s accountants) in connection with the GSK Shareholder Approval Condition, including reasonable co-operation and assistance for the purposes of and in connection with: (i) the provision of customary comfort letters (addressed to GSK and/or and of its respective Representatives) in relation to the GSK Class 1 Circular and/or any supplementary circular thereto (and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto or following the publishing thereof); and (ii) the preparation and approval by the UKLA of the GSK Class 1 Circular and/or any supplementary circular thereto (and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto or following the publishing thereof). For the avoidance of doubt, nothing in this Schedule 2 shall impose a higher standard in relation to the provision of information, co-operation or assistance than the provisions of clause 2.8. SCHEDULE 3 FORM OF NOVARTIS BOARD CERTIFICATE To: GlaxoSmithKline plc [ADDRESS] FAO: The Board [DATE] Dear Sirs Novartis Board Certificate - Implementation agreement in relation to Project Constellation dated 22 April 2014 (the “Implementation Agreement”) Capitalised terms used but not defined in this clausecertificate have the meaning set forth in the Implementation Agreement. In accordance with clause 3.6 of the Implementation Agreement, we hereby notify you that the Novartis Board has concluded that the Transaction and the Put Option Agreement are no longer in the best interests of Novartis and Novartis Shareholders as a whole. The Novartis Board received independent financial advice from [name adviser] prior to the Board reaching such conclusion. Yours faithfully [—] (Corporate Secretary) On behalf of the Directors of Novartis AG SCHEDULE 4 CLEAN TEAM Part A: Clean Team Members Name Function GSK: To be notified as provided below Novartis: To be notified as provided below Part B: Clean Team Confidentiality Provisions 1. Each of the parties recognises that the other party may provide it with access to certain potentially competitively sensitive information pursuant to clause 4.7 of this Agreement. Access to this information will be limited to certain employees of the parties, external counsel and external advisors hired by the parties in connection with the Transaction listed in Part A of this Schedule 4 (the “Clean Team Members”). Each of GSK and Novartis can add or remove Clean Team Members by written notice to the other party provided that any additional Clean Team Members satisfy the criterion in paragraph 4 below. 2. The purpose of the Clean Team Members is to analyse information provided to them pursuant to clause 4.7 of the Agreement solely for the purpose of making the determination required pursuant to clause 4.8 (the “Permitted Purpose”). The Permitted Purpose will be undertaken in a manner that is fully consistent with and in compliance with all applicable competition and other laws and regulations. 3. Any information provided by a party for the Permitted Purpose that is competitively sensitive will be designated “Clean Team Only Information” and the permitted disclosure, sharing or use of such Clean Team Only Information is limited to that prescribed in this Agreement. 4. Clean Team Members shall not be involved in any day-to-day commercial role (including any role with day-to-day responsibility for determining pricing or commercial strategy) with respect to any product areas in which the parties compete for such time as is reasonably necessary to ensure that any Clean Team Only Information could not be used with anticompetitive object or effect, and in any event for a period of no less than twelve months from Completion. 5. The parties shall limit disclosure and access to Clean Team Only Information to Clean Team Members and Clean Team Members shall use the Clean Team Only Information only for the Permitted Purpose. 6. The parties shall procure that all Clean Team Members who are permitted access to Clean Team Only Information shall be advised that such information may be competitively sensitive, may contain business secrets confidential to either party and is provided on the terms set out in this Agreement. 7. Clean Team Members will preserve the confidential nature of Clean Team Only Information. The parties shall not disclose, reproduce or distribute any of the Clean Team Only Information in whole or in part, directly or indirectly, (or permit any of the foregoing) to any third party which is not a Clean Team Member, unless required to do so by law, applicable regulation, any stock exchange or competent governmental or regulatory authority or a valid and effective order or other document issued by any court of competent jurisdiction. If a party is obliged to disclose Clean Team Only Information to any third party pursuant to this paragraph 7, it shall, to the extent permitted by law: (a) consult with the other party as to possible steps to avoid or limit disclosure and take any such steps which would not result in significant adverse consequences to the other party; (b) take all reasonable steps to agree the contents of the disclosure with the other party prior to making the disclosure; (c) use its reasonable endeavours to gain assurances as to confidentiality from the body to whom the information is to be disclosed; (d) co-operate with the other party if it wishes to issue legal or other proceedings to challenge the validity of the requirement to disclose such Clean Team Only Information; (e) disclose only the minimum amount of information necessary in order to satisfy such requirement as advised by legal counsel and exercise reasonable effort to obtain reliable assurance that confidential treatment will be accorded to the Clean Team Only Information disclosed; and (f) keep the other party promptly informed of the full circumstances of any such disclosure and all related matters and developments. 8. Clean Team Only Information shall not include information which: (i) is in the public domain prior to its disclosure; (ii) is lawfully in the other party’s possession prior to disclosure; (iii) becomes available in the public domain by virtue of publication or otherwise, unless this is the result of an unauthorised act or omission by or on behalf of the other party; (iv) is independently developed by an employee or other agent of the other party; or (v) is otherwise not competitively sensitive.

Appears in 1 contract

Sources: Implementation Agreement

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation 23.1 The Purchaser's Guarantor irrevocably agrees that any document to which this clause applies Service Document may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on or for the Purchaser, as its agent LECG Limited, (if no replacement agent has been appointed and notified to the Landlord Seller pursuant to sub-clause 8.523.4), or on the replacement agent if one has been appointed and notified to the LandlordSeller. 8.3 23.2 Any such document Service Document served pursuant to this clause shall be marked for the attention of:of ▇▇ ▇. Siddons. (ia) LECG Limited the Seller may notify the Purchaser's Guarantor at the demised premises -▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ or such other address within England or Wales as may be notified to the Landlord by LECG Corporation;and Wales. (iib) such other person as is appointed as agent for service pursuant to sub-clause 8.5 23.4 at the address notified pursuant to sub-clause 8.523.4. 8.4 23.3 Any such document addressed in accordance with sub-clause 8.3 23.2 shall be deemed to have been duly served if:if:- (ia) left at sent by personal delivery to the specified address, when it is leftupon receipted delivery at such address; or (iib) sent by first class registered post, three clear days two Business Days after the date of posting. 8.5 23.4 If the agent referred to in clause 8.2 Purchaser (or any replacement agent appointed pursuant to this sub-sub- clause) at any time anytime ceases for any reason to act as suchagent, LECG Corporation the Purchaser's Guarantor shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord Seller of the name and address of the replacement agent; failing such appointment and notification, the Landlord may Purchaser's Guarantor shall be entitled by notice to LECG Corporation the Seller to appoint such a replacement agent to act on LECG Corporationthe Purchaser's Guarantor's behalf. 8.6 23.5 A copy of any document Service Document served on an agent pursuant to this clause shall be sent by post to LECG Corporation the Purchaser's Guarantor at its address for the time being for the service of notices and other communications under this Leaseclause 16 (Notices), but no failure or delay in so doing shall prejudice the effectiveness of the service of the document Service Document in accordance with the provisions of this clausesub-clause 23.

Appears in 1 contract

Sources: Share Purchase Agreement (Ampco Pittsburgh Corp)

Agent for Service. 8.1 This clause applies 33.1 The Buyer irrevocably appoints Elemental Process Agent Limited (“Elemental”) as its agent to any writ, summons, order, judgment or other process issued out of the courts of receive service on its behalf in England and Wales agrees that: (a) service shall be deemed completed on delivery to Elemental’s registered office whether or not the relevant proceedings are received by Elemental and Clause 30.3 shall apply to determine the deemed time of service as if references in connection with that Clause to the giving of a notice were to the service of any proceeding, suit or action proceedings arising out of or in connection with this Lease Agreement; (b) if for any reason Elemental ceases to act as the Buyer’s agent or no longer has an address in England, the Buyer shall within five Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Sellers) with an address in England and shall give notice to the exclusion Sellers of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service on Elemental shall constitute effective service on the Buyer unless and until the Sellers receive notice in accordance with Clause 33.1(b) from the Buyer of the appointment of any other provision substitute agent and with effect from the Sellers’ receipt of such notice the substitute agent shall be deemed to be the Buyer’s agent for the purposes of this Lease relating Clause 33. 33.2 The EBT irrevocably appoints the Company as its agent to receive service on its behalf in England and agrees that: (a) service shall be deemed completed on delivery to the Company’s registered office whether or not the relevant proceedings are received by the Company and Clause 30.3 shall apply to determine the deemed time of service as if references in that Clause to the giving of a notice were to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which proceedings arising out of or in connection with this clause applies may be sufficiently and effectively served on it by service on its agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG CorporationAgreement; (iib) such other person if for any reason the Company ceases to act as is appointed as the EBT’s agent for or no longer has an address in England, the EBT shall within five Business Days appoint a substitute agent (the identity of whom shall have been agreed in advance with the Buyer) with an address in England and shall give notice to the Buyer of the substitute agent’s name, address, together with a copy of the substitute agent’s acceptance of the appointment; and (c) service pursuant to clause 8.5 at on the address notified pursuant to clause 8.5. 8.4 Any such document addressed Company shall constitute effective service on the EBT unless and until the Buyer receive notice in accordance with clause 8.3 Clause 33.2(b) from the EBT of the appointment of any substitute agent and with effect from the Buyer’s receipt of such notice the substitute agent shall be deemed to have been duly served if: (i) left at be the specified address, when it is left; or (ii) sent by first class post, three clear days after EBT’s agent for the date purposes of postingthis Clause 33. 8.5 If 33.3 Nothing contained in this Agreement shall affect the agent referred right to serve process in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may other manner permitted by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalflaw. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of this clause.

Appears in 1 contract

Sources: Share Purchase Agreement (Skyward Specialty Insurance Group, Inc.)

Agent for Service. 8.1 This 29.1 The Purchaser irrevocably authorises and appoints Holdings 3 (or any replacement agent appointed by the Purchaser in accordance with clause applies 29.2) as its agent for service of Notices and/or proceedings in relation to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action matter arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably agrees that any document to which this clause applies may be sufficiently Agreement and effectively served on it by service on its such agent LECG Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG Corporation; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with this clause 8.3 29 shall be deemed to have been duly served if: be completed on delivery to such agent (i) left at the specified address, when whether or not it is left; or (iiforwarded to and received by the Purchaser) sent by first class post, three clear days after and shall be valid unless the date of postingSellers have received prior written notice that such agent has ceased to act as agent. 8.5 29.2 If for any reason the agent referred to in clause 8.2 29.1 (or any replacement agent appointed pursuant to this sub-clauseclause 29.2) at any time ceases for any reason to be able to act as suchagent or no longer has an address in England or Wales, LECG Corporation the Purchaser shall forthwith appoint a replacement agent to accept service on behalf of the Purchaser, such agent having an a service address for service in England or Wales Wales, and the Purchaser shall notify provide written notice to the Landlord Sellers forthwith of the name and address of the replacement agent; failing . 29.3 The Second Management Representative irrevocably authorises and appoints Buckthorn Partners LLP, a limited liability partnership incorporated in England and Wales with number OC392195 and having its registered office at Princes House, Jermyn Street, London, England, SW1Y 6DN (or any replacement agent appointed by the Second Management Representative in accordance with clause 29.3) as its agent for service of Notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such appointment agent in accordance with this clause 29 shall be deemed to be completed on delivery to such agent (whether or not it is forwarded to and notificationreceived by the Purchaser) and shall be valid unless the Purchaser has received prior written notice that such agent has ceased to act as agent. 29.4 If for any reason the agent referred to in clause 29.3(or any replacement agent appointed pursuant to this clause 29.4) at any time ceases to be able to act as agent or no longer has an address in England or Wales, the Landlord may by notice to LECG Corporation Second Management Representative shall forthwith appoint such a replacement agent to act accept service on LECG Corporation's behalf. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness behalf of the Second Management Representative, such agent having a service address in England or Wales, and the Second Management Representative shall provide written notice to the Purchaser forthwith of the document in accordance with name and address of the provisions of this clausereplacement agent.

Appears in 1 contract

Sources: Share Purchase Agreement (Expro Group Holdings N.V.)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation (A) The Alpine Guarantor irrevocably agrees that any document to which this clause applies Service Document may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on the Purchaser, as its agent LECG Limited, (if no replacement agent has been appointed and notified to the Landlord Seller pursuant to sub-clause 8.531(D)), or on the replacement agent if one has been appointed and notified to the LandlordSeller. 8.3 (B) Any such document Service Document served pursuant to this clause shall be marked for the attention of:of:- (i) LECG Limited the Purchaser at the demised premises its address set out in Clause 21(C) or such other address within England or and Wales as may be notified to the Landlord Seller by LECG Corporation;the Alpine Guarantor; or (ii) such other person as is appointed as agent for service pursuant to sub-clause 8.5 31(D) at the address notified pursuant to sub-clause 8.531(D). 8.4 (C) Any such document addressed in accordance with sub-clause 8.3 31(B) shall be deemed to have been duly served if:if:- (i) left at sent by personal delivery to the specified address, when it is leftupon receipted delivery at such address; or (ii) sent by first class registered post, three clear days two Business Days after the date of posting. 8.5 (D) If the agent referred to in clause 8.2 Purchaser (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as suchagent, LECG Corporation the Alpine Guarantor shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord Seller of the name and address of the replacement agent; failing such appointment and notification, the Landlord may Seller shall be entitled by notice to LECG Corporation the Alpine Guarantor to appoint such a replacement agent to act on LECG Corporationthe Alpine Guarantor's behalf. 8.6 (E) A copy of any document Service Document served on an agent pursuant to this clause shall be sent by post to LECG Corporation the Alpine Guarantor at its address for the time being for the service of notices and other communications under this Leaseclause 21 (Notices), but no failure or delay in so doing shall prejudice the effectiveness of the service of the document Service Document in accordance with the provisions of this clausesub-clause 31(A).

Appears in 1 contract

Sources: Share Purchase Agreement (Alpine Group Inc /De/)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation irrevocably 11.1 The Seller hereby agrees that any document to which this Service Document (as defined in sub-clause applies 11.7 below) may be sufficiently and effectively served on it by service on its agent, the Seller's Solicitors whose address at the date hereof is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. Such Service Document shall be marked for the attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Any change of address of such agent LECG Limited, if no replacement agent has been appointed and shall be notified forthwith by the Seller to the Landlord pursuant Buyer. Until such notification is received by the Buyer it shall continue to clause 8.5, or be entitled to serve any Service Document on the replacement agent if one has been appointed and notified to at the Landlordagent's former address. 8.3 11.2 Any such document Service Document served pursuant to this clause shall be marked for the attention of: (i) LECG Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG Corporation; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served ifserved: (i) 11.2.1 if left at the specified agent's last notified address, when it is left; or (ii) 11.2.2 if sent by first class post, three clear two business days after the date of posting. 8.5 If 11.3 The above appointment of the Seller's Solicitors shall be irrevocable save as hereinafter set out. The Seller may and, if such agent referred shall cease for any reason or shall refuse to in clause 8.2 (or any act as such, shall appoint a replacement agent appointed pursuant for the service of Service Documents by notice in writing to the Buyer in accordance with clause 10 above. The notice shall contain the address of the replacement agent (provided always that such replacement agent has an address for service in England) and the name or position of the person (if any) for whose attention the Service Document shall be marked. Such appointment shall only be effective on the receipt by the Seller of the consent in writing of the Buyer to the particular replacement agent proposed (such consent not to be unreasonably withheld or delayed). Thereafter, this clause (including this sub-clause) at any time ceases for any reason to act shall be construed as such, LECG Corporation shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of if the name and address details of the replacement agent; failing such agent were substituted in sub-clause 11.1 above for the name and details of the replaced agent provided always that any Service Document served on the replaced agent before the effective appointment and notification, of the Landlord may by notice to LECG Corporation appoint such a replacement agent to act on LECG Corporation's behalfshall be validly and properly served. 8.6 11.4 A copy of any document Service Document served on an agent pursuant to this clause shall be sent by post to LECG Corporation the Seller at its address for the time being for the service of notices and other communications under this Lease, pursuant to clause 10 above but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of such Service Document pursuant to this clause. 11.5 The service of Service Documents pursuant to this clause shall be without prejudice to any other methods of service permitted by law.

Appears in 1 contract

Sources: Agreement for the Sale of the Whole of the Issued Share Capital (Tridex Corp)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation ▇▇▇▇▇▇ Worldwide, Inc irrevocably agrees that any document to which this clause applies may be sufficiently and effectively served on it by service on its agent LECG ▇▇▇▇▇▇ Financial Services Limited, if no replacement agent has been appointed and notified to the Landlord pursuant to clause 8.5, or on the replacement agent if one has been appointed and notified to the Landlord. 8.3 Any such document served pursuant to this clause shall be marked for the attention of: (i) LECG ▇▇▇▇▇▇ Financial Services Limited at the demised premises or such other address within England or Wales as may be notified to the Landlord by LECG Corporation▇▇▇▇▇▇ Worldwide, Inc; (ii) such other person as is appointed as agent for service pursuant to clause 8.5 at the address notified pursuant to clause 8.5. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 If the agent referred to in clause 8.2 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation ▇▇▇▇▇▇ Worldwide, Inc shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Landlord of the name and address of the replacement agent; failing such appointment and notification, the Landlord may by notice to LECG Corporation ▇▇▇▇▇▇ Worldwide, Inc appoint such a replacement agent to act on LECG Corporation▇▇▇▇▇▇ Worldwide, Inc's behalf. 8.6 A copy of any document served on an agent pursuant to this clause shall be sent by post to LECG Corporation ▇▇▇▇▇▇ Worldwide, Inc at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness of the service of the document in accordance with the provisions of this clause.

Appears in 1 contract

Sources: Lease Agreement (Penson Worldwide Inc)

Agent for Service. 8.1 This clause applies to any writ, summons, order, judgment or other process issued out of the courts of England and Wales in connection with any proceeding, suit or action arising out of or in connection with this Lease to the exclusion of any other provision of this Lease relating to the service of notices. 8.2 LECG Corporation 32.1 The Buyer irrevocably agrees that any notice or document to which this clause applies may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on its agent LECG Law Debenture Corporate Services Limited, if no replacement agent has been appointed and notified to Corus (on behalf of the Landlord Sellers) pursuant to clause 8.532.3 below, or on the replacement agent if one has been so appointed and notified to Corus (on behalf of the LandlordSellers). 8.3 32.2 Any such notice or document served pursuant to this clause shall be marked for the attention of: (ia) LECG Law Debenture Corporate Services Limited at the demised premises or such other address within England or Wales as Fifth Floor, 100 Wood Street, London EC2V 7EX o▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇s may be notified to Corus (on behalf of the Landlord Sellers) by LECG Corporation;the Buyer; or (iib) such other person as is appointed as agent for service pursuant to clause 8.5 32.3 below at the address notified pursuant to clause 8.532.3 below. 8.4 Any such document addressed in accordance with clause 8.3 shall be deemed to have been duly served if: (i) left at the specified address, when it is left; or (ii) sent by first class post, three clear days after the date of posting. 8.5 32.3 If the agent referred to in clause 8.2 32.1 above (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason to act as such, LECG Corporation the Buyer shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify Corus (on behalf of the Landlord Sellers) of the name and address of the replacement agent; failing such appointment and notification, Corus (on behalf of the Landlord may Sellers) shall be entitled by notice to LECG Corporation the Buyer to appoint such a replacement agent to act on LECG Corporationthe Buyer's behalf. 8.6 A copy of any document served behalf PROVIDED THAT in cases where service is effected upon a replacement agent appointed by Corus (on an agent pursuant to this clause shall be sent by post to LECG Corporation at its address for the time being for the service of notices and other communications under this Lease, but no failure or delay in so doing shall prejudice the effectiveness behalf of the service of the document Sellers) in accordance with this sub-clause a copy of the provisions relevant notice or document shall at the same time be forwarded to the last known business address of this clausethe Buyer.

Appears in 1 contract

Sources: Share Purchase Agreement (Aleris International, Inc.)