5Notices A.5.1Any notice or other communication which is to be given by either Party to the other shall be issued by the E-Sourcing Messaging Facility. Where, for legal or other reasons, this is not possible, notice shall be given by letter, (sent by hand or post, registered post or recorded delivery), or transmitted by facsimile or e-mail, confirmed in either case by written letter. Such notice or communication shall be deemed to have been given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
A5 Notices A5.1 Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.
Information and Inspection Rights The Company shall permit, and shall cause each of its Subsidiaries to permit, the Purchaser, its representatives or any independent auditor or legal counsel appointed by the Purchaser, during normal business hours following reasonable notice by the Purchaser to the Company, to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries, (ii) examine the books of account and records of the Company or any of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers, and management employees of the Company or any of its Subsidiaries.
Furnishing of Information and Inspection of Records The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Maintenance and Inspection of Records The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Contract. The Contractor shall maintain all such records in the City of Xxxxxx. If not, the Contractor shall, upon request, promptly deliver the records to the City of Xxxxxx or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Xxxxxx, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.
Furnishing of Information and Inspection of Receivables The Servicer will furnish or cause to be furnished to the Administrative Agent, the LC Bank and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent, the LC Bank or any Lender may reasonably request. The Servicer will, at the Servicer’s expense, during regular business hours with prior written notice, (i) permit the Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Servicer shall be required to reimburse the Administrative Agent for only one (1) combined review of the Borrower pursuant to Section 8.01(g) and the Servicer, the Borrower and the Originators pursuant to clause (ii) above in any twelve-month period unless an Event of Default has occurred and is continuing.
Audit and Inspection of Records Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not fewer than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts.
1Notices All notices, requests, claims, demands or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered, if delivered by hand; (b) one (1) Business Day after transmitted, if transmitted by a nationally recognized overnight courier service; (c) when sent by electronic mail (with copy by mail or courier) or confirmed facsimile during regular business hours on a regular Business Day; or (d) five (5) Business Days after mailing, if mailed by registered or certified mail (return receipt requested), to the Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.1): If to Purchaser: iBio, Inc. 0000 XXX Xxxxxxx Xxxxx, Xxxxx 00000 Telephone: 000-000-0000 Attention: Chief Executive Officer Email:### With a copy to (which shall not constitute notice or such other communication): Venable LLP 000 Xxxx Xxxxx Xxxxxx, Suite 900 Baltimore, Maryland 21202 Attn: Xxxxxxx X. Xxxxxx, Xx., Esquire Telephone:+0 000 000 0000 Email: ### If to Seller: RubrYc Therapeutics, Inc. 000 Xxxxxxxxxx Xxxx Xxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Email: ### With a copy to: Xxxxxx & Xxxxxxx LLP 00 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attn: Xxxxx X. Xxxxx Email: ###
3Notices All notices, requests, consents, claims, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (iv) when received by the addressee if mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.3): If to Sellers: Midway Gold US Inc. 8000 Xxxxx Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxx, 00000 X.X.X. Attn: Jxxxx Xxxxxxxx, General Counsel Email: jxxxxxxxx@xxxxxxxxxx.xxx Fax: (000) 000-0000 with a copy to: Squire Pxxxxx Bxxxx (US) LLP 200 X. Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, XX 00000 X.X.X. Attention: Sxxxxxx X. Xxxxxx Email: sxxxxxx.xxxxxx@xxxxxxxx.xxx Fax: 500-000-0000 If to Buyer: Solidus Resources, LLC c/o Elko Mining Group LLC 900 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxx, Xxxxxx 00000 U.S.A. Attn: Jxxx XxXxxxx, President Email: jxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Fax: 700-000-0000 with a copy to: Waterton Precious Metals Fund II Cayman, LP c/o Waterton Global Resource Management, Inc. Commerce Court West 100 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Attention: Kxxxx Xxxx, General Counsel Email: kxxxx@xxxxxxxxxxxxxx.xxx Fax: 400-000-0000 with a copy to: Sidley Austin LLP Oxx Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Attention: Jxxxxxx Xxxxxxx Email: jxxxxxxx@xxxxxx.xxx Fax: 300-000-0000
Copies of Notices Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent or Conduit, copies of the same.
