Century Park East Uses in Notices Clause

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH PARK PLACE, LLC, a California limited liability company ("Existing Owner") and NAZARETH PARK PLACE, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218 Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH CLASSIC CARE COMMUNITY, LLC, a California limited liability company ("Existing Owner") AND NAZARETH CLASSIC CARE COMMUNITY, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH ROSE GARDEN OF NAPA, LLC, a California limited liability company ("Existing Owner") and NAZARETH ROSE GARDEN OF NAPA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH AGUA CALIENTE VILLA, LLC, a California limited liability company ("Existing Owner") and NAZARETH AGUA CALIENTE VILLA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between NAZARETH VISTA, LLC, a California limited liability company ("Seller") and COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc.800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir KardoshE-mail: mounir@nazarethenterprises.com With a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAPA SKILLED NURSING CENTER, LLC, a California limited liability company ("Existing Owner") and NAZARETH CLASSIC CARE OF NAPA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH CLASSIC CARE OF FAIRFIELD, LLC, a California limited liability company ("Existing Owner") and NAZARETH CLASSIC CARE OF FAIRFIELD, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT this ("Agreement"), dated as of June 2, 2016, by and among Lion Biotechnologies, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Exhibit A hereto (each, a "Purchaser" and collectively, the "Purchasers").

Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, by telecopy/facsimile or e-mail of a PDF document (with confirmation of transmission) at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received), or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to the Company: Lion Biotechnologies, Inc. Attention: Chief Executive Officer 112 West 34th Street, 18th Floor, New York, New York 10120 Facsimile: (212) ________ Telephone: (212) 946-4856 E-mail: with copies (which copies shall not constitute notice to the Company) to: TroyGould PC 1801 Century Park East, 16th Floor Los Angeles, California 90067-2367 Attention: Istvan Benko Facsimile: (310) 201-4746 Telephone: (310) 553-4441 E-mail: IBenko@troygould.com If to any Purchaser: At the address of such Purchaser set forth on Exhibit A to this Agreement.

Notices

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE EXISTENCE OF WHICH EXEMPTION HAS BEEN CONFIRMED BY AN OPINION OF COUNSEL.

Notices. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party only (a) if served personally, or (b) if sent by facsimile or overnight delivery service and a confirmation of receipt is obtained. If such notice, demand or other communication is served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is sent by overnight delivery service or facsimile, such shall be conclusively deemed given at the time confirmation of receipt is obtained, provided the overnight delivery is addressed to the party to whom such notice, demand or other communication is to be given at the address set forth below. If to the Corporation: 21900 Burbank Boulevard, Suite 270 Woodland Hills, California 91367 Attention: Larry Dyne Telephone: (818) 444-4502) Facsimile: (818) 444-6302 With a copy to: Stubbs Alderton & Markiles, LLP 15260 Ventura Boulevard, 20th Floor Sherman Oaks, California 91403 Attention: John McIlvery Telephone: (818) 444-4502) Facsimile: (818) 444-6302 If to Holder: c/o Elkins Kalt Weintraub Reuben Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, California 90067 Attn: Frederick W. Gartside, Esq. Telephone: (310) 746-4405 Telecopier: (310) 746-4495

Notices

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE EXISTENCE OF WHICH EXEMPTION HAS BEEN CONFIRMED BY AN OPINION OF COUNSEL.

Notices. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party only (a) if served personally, or (b) if sent by facsimile or overnight delivery service and a confirmation of receipt is obtained. If such notice, demand or other communication is served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is sent by overnight delivery service or facsimile, such shall be conclusively deemed given at the time confirmation of receipt is obtained, provided the overnight delivery is addressed to the party to whom such notice, demand or other communication is to be given at the address set forth below. If to the Corporation: 21900 Burbank Boulevard, Suite 270 Woodland Hills, California 91367 Attention: Larry Dyne Telephone: (818) 444-4502) Facsimile: (818) 444-6302 With a copy to: Stubbs Alderton & Markiles, LLP 15260 Ventura Boulevard, 20th Floor Sherman Oaks, California 91403 Attention: John McIlvery Telephone: (818) 444-4502) Facsimile: (818) 444-6302 If to Holder: c/o Elkins Kalt Weintraub Reuben Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, California 90067 Attn: Frederick W. Gartside, Esq. Telephone: (310) 746-4405 Telecopier: (310) 746-4495 With a copy to Clive Diamond by email: clive@stonebridge.com.au.