Distributions and Notices Clause Samples

Distributions and Notices. Distributions hereunder shall be sent, and notices required or permitted hereunder shall be in writing and shall be sent, to the address set forth for each Partner in signature pages hereof, or at such other address as may be supplied by written notice given in conformity with the terms of this Section 12. 1. Notices to the Management Committee shall be sent care of all Partners who have a right to designate members of the Management Committee. Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and/or delivered (a) when personally delivered, (b) when sent by telefax and receipt is acknowledged via telephone or otherwise as confirmation of such receipt but only if the sender obtains a printed confirmation of the receipt by the recipient of the entire document, (c) the second day following the day on which the same has been delivered prepaid to a reputable overnight courier service providing proof of receipt but only if sent for next business day delivery or (d) five (5) days after the deposit in the United States mails, registered or certified, return receipt requested and postage prepaid, in each case addressed to the party to whom such notice is to be given at the address set forth on the signature pages hereof), or at the most recent address(es) specified by written notice given to the other party in the same manner provided in this section; provided, however, that notice of an address change shall not be effective until actually received. Distributions shall be deemed given only upon the receipt thereof by a Partner.
View SourceView Similar (8)
Distributions and Notices. Each Seller agrees that in the event such Seller shall receive payments, distributions or notices with respect to or relating to the Claims or the Transferred Rights at any time, such Seller shall accept the same as Purchaser’s agent and shall hold the same in trust on behalf of and for the sole benefit of Purchaser, and shall promptly deliver the same forthwith to Purchaser in the same form received within two Business Days in the case of cash, within three Business Days in the case of securities (which shall be in good deliverable form, with the endorsement of any such Seller when necessary or appropriate) and within one Business Day in the case of any notice. In the event any Seller fails to deliver any payment or distribution to Purchaser within the relevant period from such Seller’s receipt, such Seller shall be obligated to pay Purchaser interest on such payment or distribution (in the case of securities the value of each such security shall be the closing price as reported on the national securities exchange on which the security is listed or the average of the bid and ask price as reported on the automated inter-dealer quotation system on which the security is traded or such other value as Purchaser may reasonably determine) at the per annum rate of 10% (the “Interest Rate”), from the date of such Seller’s receipt to the date of Purchaser’s receipt.
View Source
Distributions and Notices. Distributions hereunder shall be sent, and notices required or permitted hereunder shall be in writing and shall be sent, to the Venturers as follows: If to Genzyme: Genzyme Corporation One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Cambridge, MA 02139 Telephone: (617) ▇▇▇-▇▇▇▇ Facsimile: (617) ▇▇▇-▇▇▇▇ Attention; Henr▇ ▇. ▇▇▇▇▇▇▇ If to the Partnership: Genzyme Development Partners, L.P. c/o Genzyme Development Corporation II One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Cambridge, MA 02139 Telephone: (617) ▇▇▇-▇▇▇▇ Facsimile: (617) ▇▇▇-▇▇▇▇ Attention: Pete▇ ▇▇▇▇▇▇ ▇r to such other address as such Venturer may hereafter specify in writing, and shall be deemed given on the earlier of (i) physical delivery to a party and (ii) three days after mailing by prepaid first class or express mail.
View Source
Distributions and Notices 
View Source

Related to Distributions and Notices

  • Distributions and Redemptions Maker shall not declare or pay any dividends or make any distributions of cash, property or securities of Maker with respect to any shares of its common stock, preferred stock or any other class or series of its stock, or, directly or indirectly (except for repurchases of common stock by Maker in accordance with the terms of employee benefit plans or written agreement between Maker and any of its employees approved by the Board of Directors of Maker prior to February 1, 2004), redeem, purchase, or otherwise acquire for any consideration any shares of its common stock or any other class of its stock.

  • Distributions and Repurchases No distribution, payment or dividend of any kind has been declared or paid by Company on any of its capital stock since the Balance Sheet Date. No repurchase of any of Company's capital stock has been approved, effected or is pending, or is contemplated by Company.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Distributions in General (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office. (b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., ▇-▇, ▇-▇, ▇-▇, ▇-▇ and not ▇-▇, ▇-▇, ▇-▇, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation according to the amount then due and payable; provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in the Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in party of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default. (c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.

  • Distributions to Record Holders (a) Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Manager may, in its sole discretion, at any time and from time to time, declare, make and pay distributions of cash or other assets of the Company to the Members. Subject to the terms of any Share Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Shares of the Company) and of Article XIII, distributions shall be paid to the holders of Common Shares on an equal per-Share basis as of the Record Date selected by the Manager. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate the Delaware Act or other applicable law. (b) Notwithstanding Section 4.1(a), in the event of the termination and liquidation of the Company, all distributions shall be made in accordance with, and subject to the terms and conditions of, ‎Section 8.3(a). (c) Each distribution in respect of any Shares of the Company shall be paid by the Company, directly or through its Transfer Agent, if any, or through any other Person or agent, only to the Record Holder of such Shares as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.