Holdco 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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218 Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] With a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

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: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] 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: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Amended and Restated Subscription Agreement

THE SECURITIES DESCRIBED HEREIN AND TO BE ISSUED PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as a party shall have specified by notice in writing to the other parties):If to the Issuer 1: Spark Energy, Inc.12140 Wickchester Lane, Suite 100Houston, Texas 77079Attention: Chief Executive OfficerWith a copy to: Spark Energy, Inc.12140 Wickchester Lane, Suite 100Houston, Texas 77079Attention: General CounselIf to Issuer 2: Spark Holdco, LLC12140 Wickchester Lane, Suite 100Houston, Texas 77079Attention: Spark Energy, Inc. Managing MemberIf to Subscriber: Retailco, LLC12140 Wickchester Lane, Suite 100Houston, Texas 77079Attention: Chief Executive OfficerWith a copy to: Retailco, LLC12140 Wickchester Lane, Suite 100Houston, Texas 77079Attention: General Counsel

Notices from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of May 8, 2016, by and among Krispy Kreme Doughnuts, Inc., a North Carolina corporation (the Company), Cotton Parent, Inc., a Delaware corporation (Parent), Cotton Merger Sub Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (Merger Sub,), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (the HoldCo), the Company and Merger Sub sometimes being hereinafter collectively referred to as the Constituent Corporations).

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 facsimile or electronic mail or overnight courier: If to HoldCo, Parent or Merger Sub: c/o JAB Holding Company LLC 1701 Pennsylvania Avenue NW, Suite 801 Washington, DC 20006 Attention: Joachim Creus Facsimile: (202) 507-5601 Email: [email protected] Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square, New York, NY 10036 Attention: Paul T. Schnell Sean C. Doyle Fax: (212) 735-2000 Email: [email protected] [email protected] and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP 150 Fayetteville Street, Suite 2300 Raleigh, North Carolina 27601 Attention: Gerald Roach Fax: (919) 821-6800 Email: [email protected] If to the Company: Krispy Kreme Doughnuts, Inc. 370 Knollwood Street Winston Salem, NC 27103 Attention: Steve Ellcessor, General Counsel Tony Thompson, Chief Executive Officer Price Cooper, Chief Financial Officer Fax: 336-499-4747 Email: [email protected] [email protected] [email protected] with a copy to Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Mario A. Ponce Telephone: (212) 455-3442 Facsimile: (212) 455-2502 Email: [email protected] and Womble Carlyle Sandridge & Rice, LLP One West Fourth Street Winston-Salem, NC 27101 Attention: Christopher J. Gyves Telephone: (336)-721-3634 Facsimile: (336)-726-9078 Email: [email protected] 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 business days after deposit in the mail, if sent by registered or certified mail on a priority basis; on the business day immediately following the transmission if sent by facsimile or electronic mail; or on the next business day after deposit with an overnight courier, if sent by an overnight courier.

Notices from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2015 (this "Agreement"), by and among Marriott International, Inc., a Delaware corporation ("Marriott"), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("Starwood"), Solar Merger Sub 1, Inc., a Maryland corporation and wholly-owned direct subsidiary of Starwood ("Holdco"), Solar Merger Sub 2, Inc., a Maryland corporation and wholly-owned direct subsidiary of Holdco ("Starwood Merger Sub"), Mars Merger Sub, Inc., a Maryland corporation and wholly-owned direct subsidiary of Marriott ("Marriott Corporate Merger Sub"), and Mars Merger Sub, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of Marriott ("Marriott LLC Merger Sub").

Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or e-mailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to Marriott, Marriott Corporate Merger Sub or Marriott LLC Merger Sub, to: Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Email: [email protected] Attention: Richard S. Hoffman, Executive Vice President, Mergers, Acquisitions & Business Development with a copy (which shall not constitute notice) to the same address: Email: [email protected] Attention: Senior Vice President and Associate General Counsel, Americas Transactions and Corporate Affairs with a copy (which shall not constitute notice) to: Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 Email: [email protected]; [email protected] Attention: Stephen I. Glover Jonathan L. Corsico (b) if to Starwood, Holdco or Starwood Merger Sub, to: Starwood Hotels & Resorts Worldwide, Inc. One Star Point Stamford, Connecticut 06902 Email: [email protected] Attention: Chief Financial Officer with a copy (which shall not constitute notice) to the same address: Email: [email protected] Attention: General Counsel with a copy (which shall not constitute notice) to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 Email: [email protected]; [email protected]; [email protected] Attention: Scott A. Barshay Damien R. Zoubek O. Keith Hallam, III