Interest Uses in Notices Clause

Notices from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 30, 2017 (the "Agreement Date"), is made and entered into by and among Verengo, Inc., a Delaware corporation ("Buyer"); Mace Merger Sub, Inc., a Delaware corporation ("Merger Sub"); U.S. Gas & Electric, Inc., a Delaware corporation (the "Company"); MVC Capital, Inc., a Delaware corporation, in its capacity as a Seller ("MVC") and as the representative of the Company Holders (the "Holder Representative"); James B. Wiser, solely in his capacity as representative of the Company Holders other than the Sellers with respect to the matters described in Section 12.2 (the "Legacy Holder Representative"); and solely for the limited purposes in this Agreement in which their names are referenced, Crius Energy Trust, an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario ("Crius Energy Trust") and Crius Solar Fulfillment, LLC a Delaware limited liability company ("CSF"). In this A

Notices. All notices, communications and deliveries under this Agreement will be made in writing signed by or on behalf of the Party making the same, will specify the Section under this Agreement pursuant to which it is given or being made, and will be delivered personally or sent by registered or certified mail (return receipt requested) or by reputable national courier (with evidence of delivery and postage and other fees prepaid) or facsimile or electronic mail as follows: If to Buyer, Merger Sub, CSF or Crius Energy Trust: c/o Crius Energy, LLC 535 Connecticut Avenue 6th Floor Norwalk, CT 06854 Attention: Barbara Clay, General Counsel Facsimile: 203-560-4477 E-Mail: bclay@criusenergy.com With a copy to (which shall not constitute notice): Baker Botts L.L.P. 1299 Pennsylvania Ave., NW Washington, DC 20004 Attention: Elaine M. Walsh Facsimile: 202-585-1042 E-Mail: elaine.walsh@bakerbotts.com If to the Company: David Weinberg Chief Financial Officer U.S. Gas & Electric, Inc. 3700 Lakeside Drive, 6th Floor Miramar, FL 33027 Facsimile: 305-947-5797 E-Mail: dweinberg@usgande.com With a copy to (which shall not constitute notice): Nicholas Giannasca Davis Wright Tremaine LLP 1251 Avenue of the Americas, 21st Floor New York, NY 10020 Facsimile: 212-379-5229 E-Mail: nicholasgiannasca@dwt.com If to the Holder Representative: Puneet Sanan Managing Director MVC Capital, Inc. 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 Facsimile: 914-701-0315 E-Mail: psanan@mvccapital.com If to the Legacy Holder Representative: James B. Wiser 16960 Timberlakes Drive, Fort Myers, FL 33908 Telephone: 716-863-8651 E-Mail: jimwiser@aol.com or to such other place and with such other copies as any Party hereto may designate as to itself by written notice to the others. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 P.M. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. In the case of transmission by electronic mail or facsimile transmission, such matter will be deemed received upon transmission on a Business Day (or otherwise the next Business Day) as evidenced by confirmation of transmission to the sender (but only if followed by transmittal of a copy thereof by (x) national overnight courier or (y) hand delivery with receipt, in each case, for delivery by the second (2nd) Business Day following such electronic mail or facsimile transmission).

Notices from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT (this Agreement) is executed as of January 12, 2017 (the Execution Date), by and among ANADARKO E&P ONSHORE LLC, a Delaware limited liability company (AEP) and KERR-MCGEE OIL & GAS ONSHORE LP, a Delaware limited partnership (KMOG and collectively with AEP, Seller), and SN EF Maverick, LLC, a Delaware limited liability company (SN), SN EF UnSub, LP, a Delaware limited partnership (UnSub, and collectively with SN, the SN Parties), and Aguila Production, LLC, a Delaware limited liability company (AcqCo, and collectively with the SN Parties, Buyer, and each of SN, Unsub and AcqCo individually, a Buyer Party), and, solely for the purposes of Section 15.22 and Schedule 13.4(a), Sanchez Energy Corporation, a Delaware corporation (SN Parent). Each of Seller, on the one hand, and Buyer, on the other hand, are each a Party, and collectively the Parties.

Notices. All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail transmission (provided that the acknowledgment of the receipt of such electronic mail is requested and received by email, excluding automatic receipts, and such notice and communications are sent promptly thereafter to the reviewing person via overnight courier, U.S. Express Mail or certified or registered United States Mail) addressed to Seller or Buyer, as appropriate, at the address for such Person shown below or at such other address as Seller or Buyer shall have theretofore designated by written notice delivered to the other Parties: If to Seller: Anadarko E&P Onshore LLC 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attn: Corporate Development Tel: 832.636.2738 Email: david.richardson@anadarko.com With a copy to: Anadarko E&P Onshore LLC 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attn: Legal Department Tel: 832.636.7517 Email: randle.jones@anadarko.com If to Buyer or SN Parent: SN EF Maverick, LLC SN EF UnSub, LP c/o Sanchez Energy Corporation 1000 Main Street, Suite 3000 Houston, Texas 77002 Attn: General Counsel Tel: 713.756.2782 Email: gkopel@sanchezog.com and Aguila Production, LLC 345 Park Avenue New York, New York 10154 Attn: Angelo Acconcia Email: acconcia@blackstone.com With a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 600 Travis Street, 33rd Floor Houston, TX 77002 Attn: Anthony Speier, P.C. Rahul Vashi Email: anthony.speier@kirkland.com rahul.vashi@kirkland.com Any notice given in accordance herewith shall be deemed to have been given only when delivered to the addressee in person, or by courier, during normal business hours on a Business Day (or if delivered or transmitted after normal business hours on a Business Day or on a day other than a Business Day, then on the next Business Day), or upon actual receipt by the addressee during normal business hours on a Business Day after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be (or if delivered after normal business hours on a Business Day or on a day other than a Business Day, then on the next Business Day). Seller or Buyer may change the address to which such communications are to be addressed by giving written notice to the other Parties in the manner provided in this Section 15.6. If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Notices from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation ("BMBC"), and Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation ("RBPI").

Notices. All notices and other communications required or permitted by this Agreement shall be in writing and will be effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) addressed to the listed address, or (b) transmitted electronically to the listed e-mail addresses, in each case marked to the attention of the person (by name or title) designated below (or to such other address, e-mail address or person as a party may designate by notice to the other party); provided, however, that with respect to an electronic transmission via email, on the same day of such electronic transmission, a hard copy shall be sent to the listed address via hand delivery, nationally recognized overnight courier service (costs prepaid), or first class mail via the U.S. Postal Service: If to RBPI, to: Kevin Tylus, President and CEO Royal Bancshares of Pennsylvania, Inc. One Bala Plaza, Suite 522 231 St. Asaph's Road Bala Cynwyd, PA 19004 Email: ktylus@royalbankamerica.com With required copies (which shall not constitute notice) to: David W. Swartz Stevens & Lee, P.C. 111 N 6th Street Reading, PA 19601 Email: dws@stevenslee.com If to BMBC, to: Francis J. Leto, President and CEO Bryn Mawr Bank Corporation 801 Lancaster Avenue Bryn Mawr PA 19010 Email: fleto@bmtc.com With required copies (which shall not constitute notice) to: Lori Goldman, General Counsel Bryn Mawr Bank Corporation 801 Lancaster Avenue Bryn Mawr PA 19010 Email: lgoldman@bmtc.com And Paul J. Jaskot, Esquire Reed Smith LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Email: pjaskot@reedsmith.com

Notices from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT (this Agreement) is executed as of January 12, 2017 (the Execution Date), by and among ANADARKO E&P ONSHORE LLC, a Delaware limited liability company (AEP) and KERR-MCGEE OIL & GAS ONSHORE LP, a Delaware limited partnership (KMOG and collectively with AEP, Seller), and SN EF Maverick, LLC, a Delaware limited liability company (SN), SN EF UnSub, LP, a Delaware limited partnership (UnSub, and collectively with SN, the SN Parties), and Aguila Production, LLC, a Delaware limited liability company (AcqCo, and collectively with the SN Parties, Buyer, and each of SN, Unsub and AcqCo individually, a Buyer Party), and, solely for the purposes of Section 15.22 and Schedule 13.4(a), Sanchez Energy Corporation, a Delaware corporation (SN Parent). Each of Seller, on the one hand, and Buyer, on the other hand, are each a Party, and collectively the Parties.

Notices. All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail transmission (provided that the acknowledgment of the receipt of such electronic mail is requested and received by email, excluding automatic receipts, and such notice and communications are sent promptly thereafter to the reviewing person via overnight courier, U.S. Express Mail or certified or registered United States Mail) addressed to Seller or Buyer, as appropriate, at the address for such Person shown below or at such other address as Seller or Buyer shall have theretofore designated by written notice delivered to the other Parties: If to Seller: Anadarko E&P Onshore LLC 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attn: Corporate Development Tel: 832.636.2738 Email: david.richardson@anadarko.com With a copy to: Anadarko E&P Onshore LLC 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attn: Legal Department Tel: 832.636.7517 Email: randle.jones@anadarko.com If to Buyer or SN Parent: SN EF Maverick, LLC SN EF UnSub, LP c/o Sanchez Energy Corporation 1000 Main Street, Suite 3000 Houston, Texas 77002 Attn: General Counsel Tel: 713.756.2782 Email: gkopel@sanchezog.com and Aguila Production, LLC 345 Park Avenue New York, New York 10154 Attn: Angelo Acconcia Email: acconcia@blackstone.com With a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 600 Travis Street, 33rd Floor Houston, TX 77002 Attn: Anthony Speier, P.C. Rahul Vashi Email: anthony.speier@kirkland.com rahul.vashi@kirkland.com Any notice given in accordance herewith shall be deemed to have been given only when delivered to the addressee in person, or by courier, during normal business hours on a Business Day (or if delivered or transmitted after normal business hours on a Business Day or on a day other than a Business Day, then on the next Business Day), or upon actual receipt by the addressee during normal business hours on a Business Day after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be (or if delivered after normal business hours on a Business Day or on a day other than a Business Day, then on the next Business Day). Seller or Buyer may change the address to which such communications are to be addressed by giving written notice to the other Parties in the manner provided in this Section 15.6. If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Notices from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2016 (this Agreement), among CENTURYLINK, INC., a Louisiana corporation (Parent), WILDCAT MERGER SUB 1 LLC, a Delaware limited liability company and an indirect Wholly Owned Subsidiary of Parent (Merger Sub 1), WWG MERGER SUB LLC, a Delaware limited liability company and an indirect Wholly Owned Subsidiary of Parent (Merger Sub 2), and LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (the Company).

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally, by fax or by email on the party to whom notice is to be given or (ii) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the U.S. Postal Service and properly addressed, to the party as follows: If to the Company: Level 3 Communications, Inc. 1025 Eldorado Blvd. Broomfield, CO 80021 Fax: [Redacted] Email: [Redacted] Attention: John M. Ryan, Executive Vice President and Chief Legal Officer Copy to (such copy not to constitute notice): Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Fax: (212) 728-8111 Email: dboston@willkie.com ldelanoy@willkie.com Attn: David K. Boston Laura L. Delanoy If to Parent, Merger Sub 1 or Merger Sub 2: CenturyLink, Inc. 100 CenturyLink Drive Monroe, LA 71203 Fax: [Redacted] Email: [Redacted] Attention: Stacey W. Goff, Executive Vice President and General Counsel Copy to (such copy not to constitute notice): Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Fax: (212) 403-2000 Email: ESRobinson@wlrk.com DSong@wlrk.com Attn: Eric S. Robinson DongJu Song Any party may change its address for the purpose of this Section 10.8 by giving the other party written notice of its new address in the manner set forth above.

Notices from Exchange and Registration Rights Agreement

Louisiana-Pacific Corporation, a Delaware corporation (the Company), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (the Purchasers) upon the terms set forth in the Purchase Agreement, $350,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2024.

Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at Louisiana-Pacific Corporation, 414 Union Street, Suite 2000, Nashville, Tennessee 37219, facsimile no. (866) 435-1843, Attention: Secretary, with a copy to Jones Day, North Point, 901 Lakeside Ave., Cleveland, Ohio 44114, facsimile no. (216) 579-0212, Attention: Michael J. Solecki, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Notices from Exchange and Registration Rights Agreement

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 5.500% Notes due 2019 (the 2019 Notes), its 6.375% Notes due 2021 (the 2021 Notes) and its 6.875% Notes due 2026 (the 2026 Notes), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Reg

Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, as follows: If to the Issuer, to it at Avenida Marina Nacional 329, Torre Ejecutiva, Piso 32, Gerencia de Financiamientos e Inversiones, Petroleos Mexicanos, Mexico D.F. 11311, Mexico, and if to a holder, to the address of such holder set forth in the security register or other records of the Issuer, or to such other address as the Issuer or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Notices from Common Stock Purchase Agreement

This Common Stock Purchase Agreement (this "Agreement") is made and entered into as of October 30, 2015 (the "Effective Date"), by and between Peregrine Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Eastern Capital Limited (the "Investor").

Notices. All notices, requests, demands and other communications hereunder ("Notices") shall be in writing and shall be deemed to have been duly given if delivered by hand or by registered or certified mail or upon fax notice with confirmation of receipt, as follows: If to Investor: Eastern Capital Limited 10 Market St., #773 Camana Bay Grand Cayman, Cayman Islands KY1-9006 Attn.: William Sullivan If to the Company: Peregrine Pharmaceutical, Inc. 14282 Franklin Avenue Tustin, California 92780 Attn.: Paul Lytle or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. All Notices shall be deemed received on the date of delivery or, if mailed, on the date appearing on the return receipt therefor.

Notices from License Development and Commercialization

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this "Agreement") is made as of December 9, 2013 (the "Effective Date"), by and between Echo Therapeutics, Inc., having offices at 8 Penn Center, 1628 JFK Boulevard, Suite 300, Philadelphia, PA 19103 USA ("Echo"), and Medical Technologies Innovation Asia, Ltd., having registered offices at RM8, 17/F, Block B, Vigor Industrial Building, 14-20, Cheung Tat Road, Tsing Yi, Hong Kong ("MTIA").

Notices. Any notices and other communications provided for in this Agreement to be made by any of the Parties to any other Party shall be in writing and shall be deemed given if delivered personally or sent by facsimile or email (and promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, at the following addresses (or at such other address for a Party as shall be specified by like notice). If to MTIA: Medical Technologies Innovation Asia, Ltd. RM8, 17/F, Block B, Vigor Industrial Building, 14-20, Cheung Tat Road, Tsing Yi, Hong Kong Attn: Bai Ge, Managing Director If to Echo: Echo Therapeutics, Inc. 8 Penn Center 1628 JFK Boulevard Suite 300 Philadelphia, PA 19103 Attn: Kimberly Burke, Esq., Senior VP and General Counsel Any such communication will be deemed to have been given (i) when delivered, if personally delivered or sent by facsimile or email (and promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein) on a Business Day, (ii) on the third Business Day after dispatch, if sent by nationally-recognized overnight courier, and (iii) on the seventh Business Day following the date of mailing, if sent by mail. It is understood and agreed that this Section 13.9 is not intended to govern the day-to-day business communications necessary among the Parties in performing their duties, in due course, under the terms of this Agreement.

Notices from Exchange and Registration Rights Agreement

Wells Fargo Securities, LLC Merrill Lynch, Pierce Fenner & Smith Incorporated RBC Capital Markets, LLC c/o Morgan Stanley & Co. LLC 1585 Broad Street New York, New York 10036

Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at Stream Global Services, Inc. 20 William Street Suite 310 Wellesley, Massachusetts 02481 Facsimile: (718) 304-1702 Attention: Legal Department with a copy to: Proskauer Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, California 90067 Facsimile: (310) 557-2193 Attention: Philippa M. Bond, Esq.