Inc. Uses in Notices Clause

Notices from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of the January 30, 2017 (the "Effective Date"), by and between New York REIT, Inc., a Maryland corporation (the "Company"), and Joe C. McKinney (the "Indemnitee").

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

Notices from Subordination Agreement

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this January 25, 2017, among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Subordinated Note (as defined below) and as secured party under the Subordinated Security Documents (as defined below) ("Subordinated Lender"), STAFFING 360 SOLUTIONS, INC., a Nevada corporation ("Parent"), certain of the Parent's subsidiaries party hereto and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreement (as hereinafter defined) (acting in such capacity, "Agent"), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the "Lenders," and collectively with the Agent, the "Senior Lenders"). Reference in this Agreement to "Subordinated Lender", "S

Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and personally delivered, mailed by registered or certified mail (return receipt requested and postage prepaid), sent by facsimile (with a confirming copy sent by regular mail), or sent by prepaid overnight courier service, and addressed to the relevant party at its address set forth below, or at such other address as such party may, by written notice, designate as its address for purposes of notice under this Agreement: If to Senior Lenders, to Agent at: c/o MidCap Financial Services, LLC 7255 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Attention: Portfolio Management - Staffing 360 transaction Facsimile: (301) 941-1450 with a copy to: c/o MidCap Financial Services, LLC 7255 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Attention: General Counsel Facsimile: (301) 941-1450 If to Parent or any other Credit Party, at: c/o Staffing 360 Solutions, Inc. 641 Lexington Avenue, 27th Floor New York, NY 10022 Attention: David Faiman Facsimile: (509) 694-8692 If to Subordinated Lender, at: the address set forth on the signature pages attached hereto. If mailed, notice shall be deemed to be given five (5) days after being sent, and if sent by personal delivery, facsimile or prepaid courier, notice shall be deemed to be given when delivered.

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of February 1, 2017 (the "Effective Date") is entered into by and between ALLIANCE MMA, INC., a Delaware corporation (the "Company") and James Byrne, an individual and resident of the State of New York (the "Executive").

Notices. For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: James Byrne 105 West 55th Street, Apt 7A New York, New York 10019 Phone: (917) 587-5423 Email: james@gloryofcommerce.com If to the Company: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective January 4, 2017, by and between ALLIANCE MMA, INC., a Delaware corporation ("Alliance"), and Brian Butler-Au, an individual and resident of the Commonwealth of Virginia ("Executive").

Notices. For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Roundtable Creative, Inc. 3801 Barrington Branch Court Richmond, Virginia 23233 Attention: Brian Butler-Au Phone: (804) 833-6560 Email: bbutler@suckerpunchent.com If to Alliance: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 Fax: (212) 658-9291 with copies to: Mazzeo Song P.C. 444 Madison Avenue, 4th Floor New York, NY 10022 Attention: Robert L. Mazzeo, Esq. Phone: (212) 599-0310 Fax: (212) 599-8400 or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective January 4, 2017, by and between ALLIANCE MMA, INC., a Delaware corporation ("Alliance"), and Bryan Hamper, an individual and resident of the State of Maryland ("Executive").

Notices. For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Inc. (organization) values">Roundtable Creative, Inc. 310 Hook Road Westminster MD 21157 Attention: Bryan Hamper Phone: (443) 398-0951 Email: hamper@suckerpunchent.com If to Alliance: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 Fax: (212) 658-9291 with copies to: Mazzeo Song P.C. 444 Madison Avenue, 4th Floor New York, NY 10022 Attention: Robert L. Mazzeo, Esq. Phone: (212) 599-0310 Fax: (212) 599-8400 or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

NOTICES from Agreement

THIS AGREEMENT, dated as of December 19, 2016 (this "Agreement"), by and among New York REIT, Inc., a Maryland corporation (together with its subsidiaries, the "Company"), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Winthrop REIT Advisors LLC, a Delaware limited liability company ("Service Provider");

NOTICES. Any notice, report or other communication (each a "Notice") required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or Bylaws, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below: To the Company: New York REIT, Inc. 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with copies (which shall not constitute Notice) to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Michael Choate Steven Lichtenfeld and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: William D. Regner, Esq. To the Operating Partnership: New York Recovery Operating Partnership, L.P. c/o New York REIT, Inc., its General Partner 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with copies (which shall not constitute Notice) to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Michael Choate, Esq. Steven Lichtenfeld, Esq. and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: William D. Regner, Esq. To Service Provider: Winthrop REIT Advisors LLC 7 Bulfinch Place Suite 500 Boston, Massachusetts 02114 Attention: Carolyn Tiffany with a copy (which shall not constitute Notice) to: Meltzer, Lippe, Goldstein & Breitstone, LLP 190 Willis Avenue Mineola, New York 11501 Attention: David J. Heymann, Esq. Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 22.

NOTICES from Agreement

THIS AGREEMENT, dated as of December 19, 2016 (this "Agreement"), by and among New York REIT, Inc., a Maryland corporation (together with its subsidiaries, the "Company"), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Winthrop REIT Advisors LLC, a Delaware limited liability company ("Service Provider");

NOTICES. Any notice, report or other communication (each a "Notice") required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or Bylaws, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below: To the Company: New York REIT, Inc. 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with copies (which shall not constitute Notice) to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Michael Choate Steven Lichtenfeld and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: William D. Regner, Esq. To the Operating Partnership: New York Recovery Operating Partnership, L.P. c/o New York REIT, Inc., its General Partner 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with copies (which shall not constitute Notice) to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Michael Choate, Esq. Steven Lichtenfeld, Esq. and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: William D. Regner, Esq. To Service Provider: Winthrop REIT Advisors LLC 7 Bulfinch Place Suite 500 Boston, Massachusetts 02114 Attention: Carolyn Tiffany with a copy (which shall not constitute Notice) to: Meltzer, Lippe, Goldstein & Breitstone, LLP 190 Willis Avenue Mineola, New York 11501 Attention: David J. Heymann, Esq. Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 22.

Notices from Mortgage and Security Agreement

THIS INDENTURE (hereinafter referred to as Mortgage) is made and given as of the 2nd day of December, 2016 by MINWOOD PARTNERS, INC., a Delaware corporation and FAMOUS DAVES OF AMERICA, INC., a Minnesota corporation (collectively, the Mortgagor) to VENTURE BANK, a Minnesota banking corporation (Mortgagee).

Notices. Any notices and other communications permitted or required by the provisions of this Mortgage (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be given, however, shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. Each notice to Mortgagee shall be addressed as follows: Venture Bank 2640 Eagan Woods Drive Eagan, MN 55121 Attn: Bryan Frandrup Phone No: (651) 289-2222 Fax No.: (651) 289-0200 Each notice to Mortgagor shall be addressed as follows: Minwood Partners, Inc. and Famous Daves of America, Inc. 12701 Whitewater Drive, Suite 200 Minnetonka, MN 55343 Attn: Chief Executive Officer

NOTICES from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of the 31st day of October, 2016, ("Effective Date") by and between CENTER PARKING ASSOCIATES LIMITED PARTNERSHIP, a Michigan limited partnership, having an address at 121 West Long Lake Road, Suite 200, Bloomfield Hills, Michigan 48304 ("Seller"), and MVP DETROIT CENTER GARAGE, LLC, a Delaware limited liability company, having an address at 8880 W. Sunset Road, Suite 200, Las Vegas, Nevada 89148 ("Purchaser"), each sometimes referred to herein individually as a "Party" and together as the "Parties".

NOTICES. All notices, requests, consents, approvals, responses, waivers or other communications (each, a "notice") required or permitted to be given hereunder shall be given in writing and shall be delivered by (i) a commercial overnight courier that guarantees next business day delivery and provides a receipt or other evidence of delivery; or (ii) electronic mail, and such notices shall be addressed to the addresses for the respective Parties, as set forth below. Such notices shall be deemed received upon the earlier of receipt or, if emailed, the date of electronic or mechanical confirmation of delivery, provided that all notices sent by email shall also be sent within one (1) business day thereafter by commercial overnight courier or via U.S. first class mail, postage prepaid. Seller and Purchaser may from time to time by written notice to the other Party designate different and/or other address(es) for receipt of future notices. To Seller: Center Parking Associates Limited Partnership 121 West Long Lake Road, Suite 200 Bloomfield Hills, Michigan 48304 Attention: Lawrence Jackier email: jackier@jackiergould.com Attention: Dale Rands email: drands@rankauf.com with a copy to: Dawda Mann PLC Dawda Mann Building 39533 Woodward Avenue, Suite 200 Bloomfield Hills, Michigan 48304 Attention: Edward C. Dawda email: edawda@dmms.com Attention: Todd A. Schafer email: tschafer@dmms.com To Purchaser: c/o MVP REIT, Inc. 8880 W. Sunset Road, Suite 200 Las Vegas, Nevada 89148 Attention: Dan Huberty email: dan@mvpreits.com with a copy to: Craig D. Burr 8880 W. Sunset Road, Suite 210 Las Vegas, Nevada 89148 email: craig@craigburr.com and: Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Stephen C. Mixter email: smixter@jonesday.com To Title Company/Escrow Agent: National Commercial Services 900 Wilshire Drive, Suite 300 Troy, Michigan 48084 Attention: Patricia A. Cadena email: pcadena@firstam.com Any notice sent by the attorney representing a Party, shall qualify as notice under this Agreement.

Notices from Mortgage and Security Agreement

THIS INDENTURE (hereinafter referred to as Mortgage) is made and given as of the 2nd day of December, 2016 by MINWOOD PARTNERS, INC., a Delaware corporation and FAMOUS DAVES OF AMERICA, INC., a Minnesota corporation (collectively, the Mortgagor) to VENTURE BANK, a Minnesota banking corporation (Mortgagee).

Notices. Any notices and other communications permitted or required by the provisions of this Mortgage (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be given, however, shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. Each notice to Mortgagee shall be addressed as follows: Venture Bank 2640 Eagan Woods Drive Eagan, MN 55121 Attn: Bryan Frandrup Phone No: (651) 289-2222 Fax No.: (651) 289-0200 Each notice to Mortgagor shall be addressed as follows: Minwood Partners, Inc. and Famous Daves of America, Inc. 12701 Whitewater Drive, Suite 200 Minnetonka, MN 55343 Attn: Chief Executive Officer