Notices; Payments Clause Samples
The "Notices; Payments" clause defines the procedures and requirements for delivering formal communications and making payments between parties under the agreement. It typically specifies acceptable methods for sending notices—such as email, mail, or courier—and may outline the addresses or contact details to be used. For payments, it can detail the timing, method, and account information required for proper remittance. This clause ensures that both parties have clear, reliable channels for important communications and financial transactions, reducing the risk of misunderstandings or missed obligations.
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Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by facsimile transmission or sent by electronic mail:
(i) in the case of RFC VIII, as a Transferor, to: American Express Receivables Financing Corporation VIII LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: President Fax: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: American Express Travel Related Services Company, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10285 Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) in the case of the Trust or the Owner Trustee, to: Wilmington Trust Company ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(iii) in the case of the Indenture Trustee, to: The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration – Asset Backed Securities Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(iv) in the case of the Note Rating Agency for a particular Series, the address, if any, specified in the Indenture Supplement relating to such Series, and
(v) to any other Person as specified in the Indenture; or, as to each party, at such other address, facsimile number or electronic mail address as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Notes that are Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. No Notice shall be required to be mailed to a Holder of Notes that are Bearer Notes but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such Notice. In addition, (a) if and so long as any Series, Class or Tranche of Notes is listed on the Luxembourg Stock Exchange and such stock exchange shall so require, any Notice to Noteholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series, Class or Tranche of Notes with respect to which any Bearer Notes a...
Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested and postage prepaid, sent by facsimile transmission, or sent by electronic mail or by such other means acceptable to the recipient (i) in the case of Capital One Bank, as the Servicer, to Capital One Bank, ▇▇▇▇ ▇▇▇ ▇▇▇▇, Glen Allen, Virginia 23060, Attention: General Counsel, with a copy to Director of Securitization (facsimile no. 804-967-1220), (ii) in the case of Capital One Funding, LLC, as the Transferor, to Capital One Funding, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Assistant Vice President (facsimile no. 804-290-6666), (iii) in the case of the Trustee, to The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8W, New York, New York 10286, Attention: Corporate Trust Administration (facsimile no. 212-815-2493), (iv) in the case of ▇▇▇▇▇’▇, to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ABS Monitoring (facsimile no. 212-298-7139), (v) in the case of Standard & Poor’s, to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Group (facsimile nos. 212-438-2648 and ▇▇▇-▇▇▇-▇▇▇▇), (vi) in the case of Fitch, to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Surveillance (facsimile no. 212-635-0476), (vii) in the case of the Paying Agent or the Transfer Agent and Registrar, to The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8W, New York, New York 10286, Attention: Corporate Trust Administration (facsimile no. ▇▇▇-▇▇▇-▇▇▇▇, electronic mail addresses ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), and (viii) to any other Person as specified in any Supplement; or, as to each party, at such other address, facsimile number or electronic mail address as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Registered Certificates shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. No Notice shall be required to be mailed to a Holder of Bearer Certificates or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Noti...
Notices; Payments. (a) All notices and other communications given to or made upon any party hereto in connection with this Agreement shall be in writing (including telexed, telecopied or telegraphic communication) and mailed (by certified or registered mail), telexed, telegraphed, telecopied or delivered to the respective parties, as follows:
Notices; Payments. 82 Section 12.06
Notices; Payments. (a) The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by first class mail, postage prepaid, or sent by facsimile transmission to (i) in the case of Transferor and Servicer, to First National Bank of Omaha, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Stop Code 3395, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇–3395, Attention: President (in the case of the Transferor) or Treasurer (in the case of the Servicer), Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇; (ii) in the case of Issuer or Owner Trustee, to the Corporate Trust Office, with a copy to the Administrator, (iii) in the case of the Rating Agency for a particular Series, to the mailing address or e-mail address as may be provided by such Rating Agency, and (iv) to any other Person as specified in the Indenture or any Indenture Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.
(b) Any Notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such Notice.
Notices; Payments. Any payment, notice or other communication required by this Agreement (a) shall be in writing, (b) may be delivered personally, sent via electronic mail, or sent by reputable overnight courier with written verification of receipt or by registered or certified first class United States Mail, postage prepaid, return receipt requested, (c) shall be sent to the addresses listed above or to such other address as such party shall designate by written notice to the other party, and (d) shall be effective upon receipt.
Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, sent by facsimile transmission or sent by electronic mail (i) in the case of RFC II, to American Express Receivables Financing Corporation II, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Secretary (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (ii) in the case of Centurion Bank, to American Express Centurion Bank, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no (▇▇▇) ▇▇▇-▇▇▇▇), (iii) in the case of RFC III, to American Express Receivables Financing Corporation III LLC, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇-▇, 02-01-03, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), with a copy to American Express Travel Related Services Company, Inc., as administrator, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: General Counsel (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (iv) in the case of FSB, at American Express Bank, FSB, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (v) in the case of RFC IV, to American Express Receivables Financing Corporation IV LLC, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, 02-01-46, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), with a copy to American Express Travel Related Services Company, Inc., as administrator, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: General Counsel (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (vi) in the case of TRS, to American Express Travel Related Services Company, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10285, Attention: Treasurer (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), , (vii) in the case of the Trustee, the Paying Agent or Transfer Agent and Registrar, to The Bank of New York Mellon, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West, New York, New York 10286, Attention: Corporate Trust Administration – Asset Backed Securities (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, electronic mail address ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), (viii) in the case of Moody’s, to ▇▇▇▇▇’▇ Investors Service Inc. at 7 World Trade Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ABS Monitoring Department (facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), (ix) in the case of Standard & Poor’s, to Standard & Poor’s Ratings Group at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇...
Notices; Payments. Notices and other communications required or permitted to be made or given hereunder shall be in writing and shall be delivered (a) personally; (b) by depositing the same, postage prepaid, in the United States Mail, (first class, certified or registered (return receipt requested)), or (c) by private express or other delivery service, at the respective addresses of the parties set forth hereinabove; provided, however, that either party hereto may from time to time change such address by giving written notice, delivered as aforesaid, of the new or changed address. Notice by facsimile (fax), electronic mail or by any other method not authorized above shall not constitute notice. The day upon which any such notice shall have been received by the party to whom it is addressed or delivered shall constitute the date such notice was given and the first day of any subsequent period herein provided for response to such notice. All payments shall be made by wire transfer of immediately available funds according to wiring instructions provided by Lessor, or by automated clearinghouse, if so elected by Lessor. All payments shall be made by Lessee to Lessor by the date specified in this Lease. In the event that there is a good faith dispute between Lessor and Lessee regarding any amounts owed hereunder from time to time, Lessee shall make payment when due of all amounts not in dispute and, within ten (10) days of resolution of any dispute, it shall pay all additional amounts owed to Lessor with interest at the then effective prime commercial lending rate per annum announced by Citibank from time to time, at its principal office in New York City.
Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission
(i) in the case of the Sellers, to: Citibank, N.A. ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ or 7232 with copies to: Citigroup Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇▇) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Citigroup – Corporate Law Department One Court Square (▇▇▇▇ ▇▇▇▇▇) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(ii) in the case of the Trustee, to: Deutsche Bank Trust Company Americas ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Global Securities Services—Structured Finance Services Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(iii) in the case of Moody’s, to: ▇▇▇▇▇’▇ Investors Service, Inc.