Gibson Uses in Notices Clause

Notices from Indemnity Agreement

THIS INDEMNITY AGREEMENT (this Indemnity Agreement) made as of the day of , 20 by and among Rockpoint Growth and Income Real Estate Fund II, L.P., a Delaware limited partnership (Indemnitor); Mack-Cali Realty Corporation, a Maryland corporation (MCRC); Mack-Cali Realty, L.P., a Delaware limited partnership (MCRLP); Mack-Cali Property Trust, a Maryland real estate investment trust (MCPT); Roseland Residential Trust, a Maryland real estate investment trust (RRT); and [Mack-Cali Purchaser] (the Purchaser, and together with MCRC, MCRLP, MCPT and RRT, the Indemnitees and each, individually, an Indemnitee). Each of the Indemnitor and the Indemnitees is referred to herein individually as a Party, and collectively, as Parties.

Notices. Any notice, demand or request may be given in writing by email transmission to the Party for whom it is intended, or (a) by registered or certified mail (return receipt requested and postage prepaid), (b) by a nationally recognized overnight courier providing for signed receipt of delivery, or (c) by facsimile, with delivery confirmed by the sender and followed by copy sent by nationally recognized overnight courier providing for signed receipt of delivery, in each case at the following address, or such other address as may be designated in writing by notice given in accordance with this Section 7: If to any Indemnitee: c/o Roseland Residential Trust 210 Hudson Street, Suite 400 Jersey City, NJ 07311 Facsimile:(732) 590-1009 E-mail: Baron@Roselandres.com Attention: Ivan Baron, Chief Legal Officer with a copy to: Mack-Cali Realty Corporation Harborside 3 210 Hudson Street, Suite 400 Jersey City, NJ 07311 Facsimile: (732) 205-9015 Email:gwagner@mack-cali.com Attention: Gary Wagner General Counsel and Secretary with a copy to: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 Facsimile: (212) 218-5526 E-mail: jnapoli@seyfarth.com bhornick@seyfarth.com Attention: John P. Napoli Blake Hornick If to Indemnitor: Rockpoint Growth and Income Real Estate Fund II 500 Boylston Street Boston, MA 02116 Facsimile: (617) 437-7011 E-mail: pboney@rockpointgroup.com jgoldman@rockpointgroup.com Attention: Paisley Boney Joseph Goldman and Rockpoint Growth and Income Real Estate Fund II Woodlawn Hall at Old Parkland 3953 Maple Avenue, Suite 300 Dallas, TX 75219 Facsimile: (972) 934-8836 E-mail: rhoyl@rockpointgroup.com Attention: Ron Hoyl with a copy to: Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067 Facsimile: (213) 229-6638 E-mail: jsharf@gibsondunn.com gpollner@gibsondunn.com Attention: Jesse Sharf Glenn R. Pollner All notices (i) shall be deemed to have been delivered on the date that the same shall have been actually delivered in accordance with the provisions of this Section 7 and (ii) may be delivered either by a Party or by such Partys attorneys. Any Party may, from time to time, specify as its address for purposes of this Indemnity Agreement any other address upon the giving of ten (10) days written notice thereof to the other Parties.

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and Apollo Management Holdings, L.P. (the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Apollo Management Holdings, L.P. 9 West 57th St, 43rd Floor New York, NY 10019 Attention: Laurie D. Medley Email: lmedley@apollolp.com with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: akornberg@paulweiss.com The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: RLittle@gibsondunn.com

Notices from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this Agreement) is made and entered into, as of this 3rd day of October, 2016 (the Effective Date), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the Company)), and TEX Operations Company LLC, a Delaware limited liability company (OpCo). Each of the Company and OpCo is referred to herein as a Party and are collectively referred to herein as the Parties. All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.

Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by email or overnight courier: If to the Company: Energy Future Holdings Corp. 1601 Bryan Street Dallas, Texas 75201 Attention: President with copies (which shall not constitute notice) to: Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attention: James Sprayregen Marc Kieselstein Chad Husnick Email: jsprayregen@kirkland.com mkieselstein@kirkland.com chusnick@kirkland.com and Kirkland & Ellis LLP 600 Lexington Avenue New York, NY 10022 Attention: Edward Sassower Email: edward.sassower@kirkland.com If to OpCo: TEX Energy LLC 1601 Bryan Street Dallas, Texas 75201 Attention: General Counsel with copies (which shall not constitute notice) to: Kirkland & Ellis LLP 600 Travis St., Suite 3300 Houston, TX 77002 Attention: Andrew T. Calder, P.C. Kevin L. Morris John D. Pitts Email: andrew.calder@kirkland.com kevin.morris@kirkland.com john.pitts@kirkland.com and Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, TX 75201-6912 Attention: Robert Little Email: RLittle@gibsondunn.com or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three (3) Business Days after deposit in the mail, if sent by registered or certified mail; upon receipt if sent by email and received by 5:00 pm (Eastern Time), on a Business Day (otherwise the next Business Day) (provided that if given by email such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90731 Attn: General Counsel tmolz@oaktreecapital.com with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: akornberg@paulweiss.com The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: stephanie.moore@luminant.com with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: RLittle@gibsondunn.com

Notices from Agreement

This NON-COMPETITION, NON-SOLICITATION AND NO-HIRE AGREEMENT (this "Agreement"), dated August 7, 2016, is entered into effective as of the Closing (as defined in the Merger Agreement (as defined below)) (the "Effective Time"), by and among Wal-Mart Stores, Inc., a Delaware corporation (the "Acquiror") and Jet.com, Inc., a Delaware corporation (the "Company") on the one hand, and Marc Lore ("Holder"), on the other hand.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by -mail, upon written confirmation of receipt by e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:if to Acquiror or the Company, to:Wal-Mart Stores, Inc.702 S.W. 8th St.Bentonville, AR 72716Attention: Gordon Allison, Vice President - Division General Counsel, Corporate Email: Gordon.Allison@walmart.comwith a copy to:Gibson, Dunn & Crutcher LLP200 Park AvenueNew York, New York 10166Attention: Rashida La LandeEmail: rlalande@gibsondunn.comif to Holder, to:Jet.com, Inc.221 River StreetHoboken, NJ 07030Email: marc@jet.comAttention: Marc Lorewith a copy to:Law Offices of William R. Herochik2033 Gateway PlaceSuite #300San Jose, CA 95110Email: bill@herochiklaw.comAttention: William Herochik

Notices from Rights Agreement

RIGHTS AGREEMENT, dated as of March 21, 2017 (this Agreement), between Arrowhead Pharmaceuticals, Inc. (f/k/a Arrowhead Research Corporation), a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the registered holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by (a) first-class mail, postage prepaid, (b) overnight delivery service, (c) courier or messenger service, or (d) fax (when such fax is transmitted to the fax number set forth below and confirmation of transmission is received), in each case addressed (until another address is filed in writing by the Company with the Rights Agent) as follows: Arrowhead Pharmaceuticals, Inc. Attention: Corporate Secretary 225 South Lake Avenue, Suite 1050 Pasadena, CA 91101 Attention: General Counsel Fax: (626) 304-3401 with a copy (which will not constitute notice) to: Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, California 94105 Attn: Ryan A. Murr Facsimile: (415) 374-8430 Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the registered holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by (i) first-class mail, postage prepaid, (ii) overnight delivery service, or (iii) courier or messenger service, in each case addressed (until another address is filed in writing by the Rights Agent with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the registered holder of any Rights Certificate (or, if prior to the Distribution Date, of the Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, or overnight delivery service, addressed to such holder at the address of such holder as shown on the registry books of the Company or the Rights Agent (or, if prior to the Distribution Date, of the transfer agent or registrar for the Common Stock).

Notices from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made as of March 15, 2017, by and between BioCryst Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the "Investors"). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

Notices. All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified below. Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered by the methods under clause (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid reputable overnight delivery service. Notices shall be effective upon receipt. Either party may change its notice address by providing the other party written notice of such change. Notices shall be delivered as follows: If to the Investors: At such Investor's address as set forth on Schedule A hereto If to the Company: BioCryst Pharmaceuticals, Inc. Attention: General Counsel 4505 Emperor Blvd. Suite 200 Durham, North Carolina 27703 Fax: 919-856-1314 with a copy to: Gibson, Dunn & Crutcher LLP Attention: Robyn E. Zolman 1801 California Street, Suite 4200 Denver, Colorado 80202 Fax: 303-313-2830

Notices from Indemnity Agreement

THIS INDEMNITY AGREEMENT (this Indemnity Agreement) made as of the day of , 20 by and among Rockpoint Growth and Income Real Estate Fund II, L.P., a Delaware limited partnership (Indemnitor); Mack-Cali Realty Corporation, a Maryland corporation (MCRC); Mack-Cali Realty, L.P., a Delaware limited partnership (MCRLP); Mack-Cali Property Trust, a Maryland business trust (MCPT); Roseland Residential Trust, a Maryland business trust (RRT); and [Mack-Cali Purchaser] (the Purchaser, and together with MCRC, MCRLP, MCPT and RRT, the Indemnitees and each, individually, an Indemnitee). Each of the Indemnitor and the Indemnitees is referred to herein individually as a Party, and collectively, as Parties.

Notices. Any notice, demand or request may be given in writing by email transmission to the Party for whom it is intended, or (a) by registered or certified mail (return receipt requested and postage prepaid), (b) by a nationally recognized overnight courier providing for signed receipt of delivery, or (c) by facsimile, with delivery confirmed by the sender and followed by copy sent by nationally recognized overnight courier providing for signed receipt of delivery, in each case at the following address, or such other address as may be designated in writing by notice given in accordance with this Section 7: If to any Indemnitee: c/o Roseland Residential Trust 210 Hudson Street, Suite 400 Jersey City, NJ 07311 Facsimile:(732) 590-1009 E-mail: Baron@Roselandres.com Attention: Ivan Baron with a copy to: Mack-Cali Realty Corporation Harborside 3 210 Hudson Street, Suite 400 Jersey City, NJ 07311 Facsimile: (732) 205-9015 Email:gwagner@mack-cali.com Attention: Gary Wagner Executive Vice President and General Counsel with a copy to: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 Facsimile: (212) 218-5526 E-mail: jnapoli@seyfarth.com bhornick@seyfarth.com Attention: John P. Napoli Blake Hornick If to Indemnitor: Rockpoint Growth and Income Real Estate Fund II 500 Boylston Street Boston, MA 02116 Facsimile: (617) 437-7011 E-mail: pboney@rockpointgroup.com jgoldman@rockpointgroup.com Attention: Paisley Boney Joseph Goldman and Rockpoint Growth and Income Real Estate Fund II Woodlawn Hall at Old Parkland 3953 Maple Avenue, Suite 300 Dallas, TX 75219 Facsimile: (972) 934-8836 E-mail: rhoyl@rockpointgroup.com Attention: Ron Hoyl with a copy to: Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067 Facsimile: (213) 229-6638 E-mail: jsharf@gibsondunn.com gpollner@gibsondunn.com Attention: Jesse Sharf Glenn R. Pollner All notices (i) shall be deemed to have been delivered on the date that the same shall have been actually delivered in accordance with the provisions of this Section 7 and (ii) may be delivered either by a Party or by such Partys attorneys. Any Party may, from time to time, specify as its address for purposes of this Indemnity Agreement any other address upon the giving of ten (10) days written notice thereof to the other Parties.

NOTICES from Stock Purchase Agreement

This Stock Purchase Agreement (Agreement) is made as of January 31, 2017 (the Effective Date), by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the Company), each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the Schedule of Purchasers). The persons and entities listed as Purchasers on the Schedule of Purchasers are hereinafter collectively referred to herein as Purchasers and each individually as a Purchaser.

NOTICES. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: if to the Company, to: Tokai Pharmaceuticals, Inc. 255 State Street, 6th Floor Boston, MA 02109 Attention: Chief Executive Officer E-Mail: jmorrison@tokaipharma.com with copies (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Attn: Stuart M. Falber, Esq. Attn: Hal J. Leibowitz, Esq. Otic Pharma, Ltd. Gregory J. Flesher Chief Executive Officer 19900 MacArthur Blvd., Suite 550 Irvine, California 92612 Gibson, Dunn & Crutcher, LLP 555 Mission Street, Suite 3000 San Francisco, CA 94105 Attn: Ryan A. Murr or to such other person at such other place as the Company shall designate to the Purchasers in writing; and if to the Purchasers, at the address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.

Notices from Stock Purchase Agreement

This Stock Purchase Agreement (Agreement) is made as of January 31, 2017 (the Effective Date), by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the Company), each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the Schedule of Purchasers). The persons and entities listed as Purchasers on the Schedule of Purchasers are hereinafter collectively referred to herein as Purchasers and each individually as a Purchaser.

Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: if to the Company, to: Tokai Pharmaceuticals, Inc. 255 State Street, 6th Floor Boston, MA 02109 Attention: Chief Executive Officer Email: jmorrison@tokaipharma.com with a copy (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Attention: Stuart M. Falber, Esq. Attention: Hal J. Leibowitz, Esq. Otic Pharma, Ltd. Gregory J. Flesher Chief Executive Officer 19900 MacArthur Blvd., Suite 550 Irvine, CA 92612 Gibson, Dunn & Crutcher, LLP 555 Mission Street, Suite 3000 San Francisco, CA 94105 Attention: Ryan A. Murr