Michael Davis Uses in Notices Clause

Notices from Consulting Agreement

This Consulting Agreement (this Agreement), dated as of December 30, 2016 (the Effective Date), is made by and between BJ Services, LLC, a Delaware limited liability company (the Company), and Andrew Gould (Consultant).

Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if delivered by hand or sent by overnight courier service or by registered or certified mail, if to Consultant, to Consultants last known address listed in the records of the Company, and if to the Company, to: BJ Services, LLC 17021 Aldine Westfield Road Houston, Texas 77073 Attention: Lee Whitley Facsimile No.: (281) 582-5905 E-mail: Lee.Whitley@bakerhughes.com and c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, Texas 77002 Attention: Kent Jamison Facsimile No.: 281-946-8967 E-mail: kent@cslenergy.com and WSEP Bromius II, LLC c/o Goldman, Sachs & Co 200 West Street New York, NY 10282-2198 Attention: Scott Lebovitz Charlie Gaillot Facsimile: 212-357-5505 E-mail: Charlie.Gailliot@gs.com Scott.Lebovitz@gs.com And copies (which copies shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile: (212) 701-5340 (212) 450-5745 Telephone: (212) 450-4340 (212) 450-4184 E-mail: george.bason@davispolk.com michael.davis@davispolk.com and Kirkland& Ellis LLP 600 Travis, Suite 3300 Houston, Texas 77002 Attention: Andrew Calder, P.C. Rhett Van Syoc Facsimile No.: 713-835-3621 E-mail: andrew.calder@kirkland.com rhett.vansyoc@kirkland.com and Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attention: Robert C. Schwenkel, Esq. Mark H. Lucas, Esq. Facsimile: 212-859-4000 E-mail: Robert. S ehwenkel@friedfrank.com Mark.Lucas@friedfrank.com Notices shall be effective upon receipt.

Notices from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this "Agreement"), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company ("Partner"), Baker Hughes Oilfield Operations, Inc., a California corporation ("Baker Hughes"), BJ Services, LLC, Delaware limited liability company (the "Company"), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company ("Investor JV").

Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail ("e-mail") transmission, so long as a receipt of such e-mail is requested and received) and shall be given, if to the Company, to: BJ Services, LLC 17021 Aldine Westfield Road Houston, Texas 77073 Attention: William D. Marsh Facsimile No.: (281) 275-7320 E-mail: Will.Marsh@bakerhughes.com if to Partner or Investor JV, to: c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, Texas 77002 Attention: Kent Jamison Facsimile No.: 281-946-8967 E-mail: kent@cslenergy.com with a copy to: Kirkland & Ellis LLP 600 Travis, Suite 3300 Houston, Texas 77002 Attention: Andrew Calder, P.C. Rhett Van Syoc Facsimile No.: 713-835-3621 E-mail: andrew.calder@kirkland.com rhett.vansyoc@kirkland.com if to Baker Hughes, to: Baker Hughes Oilfield Operations, Inc. 17021 Aldine Westfield Road Houston, Texas 77073 Attention: William D. Marsh Facsimile No.: (281) 275-7320 E-mail: Will.Marsh@bakerhughes.com with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile No.: 212-450-5590 212-450-5745 E-mail: george.bason@davispolk.com michael.davis@davispolk.com or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. 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.

Notices from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (including the schedules hereto, as amended or restated from time to time, this Agreement), dated as of September 5, 2016 (the Execution Date), is made by and among Volkswagen Truck & Bus GmbH, a company organized under the laws of Germany (Buyer) and Navistar International Corporation, a Delaware corporation (the Company), collectively referred to as the Parties and individually as a Party.

Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other Party shall be in writing and shall be deemed given to a party when (a) served by personal delivery upon the party for whom it is intended, (b) by an internationally recognized overnight courier service upon the party for whom it is intended, (c) delivered by registered or certified mail, return receipt requested, or (d) sent by facsimile or email, provided that the transmission of the facsimile or email is promptly confirmed by telephone, in each case, to the following addresses, facsimile numbers or email addresses and marked to the attention of the Person (by name or title) designated below, or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided below: If to Buyer: BraWo Park Willy-Brandt-Platz 19 38102 Braunschweig Germany Attention: Dr. Tim Haack Telephone: +49 152 22992066 E-mail: tim.jonas.haack@volkswagen.de With a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. and Michael Davis Telephone: (212) 450-4000 Facsimile: (212) 701-5800 E-mail: george.bason@davispolk.com / michael.davis@davispolk.com If to the Company: Navistar International Corporation 2701 Navistar Drive Lisle, IL 60532 Attention: Curt Kramer Telephone: (331) 332-3186 E-mail: curt.kramer@navistar.com With a copy (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Attention: Frank Aquila and Scott Crofton Telephone: (212) 558-4000 Facsimile: (212) 555-3588 E-mail: aquilaf@sullcrom.com / croftons@sullcrom.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 confirmation of receipt if sent by facsimile or email (provided, that if given by facsimile or email such notice, request, instruction or other document shall be confirmed within one 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.

Notices from Stockholder Agreement

STOCKHOLDER AGREEMENT, dated as of September 5, 2016 (including the schedules hereto, as amended or restated from time to time, this Agreement), is made by and among Volkswagen Truck & Bus GmbH, a company organized under the laws of Germany (Investor) and Navistar International Corporation, a Delaware corporation (the Company), collectively referred to as the Parties and individually as a Party.

Notices. Any notice, request, instruction or other document to be given hereunder by any Party to any other Party shall be in writing and shall be deemed given to a party when (a) served by personal delivery upon the party for whom it is intended, (b) by an internationally recognized overnight courier service upon the party for whom it is intended, (c) delivered by registered or certified mail, return receipt requested, or (d) sent by facsimile or email, provided that the transmission of the facsimile or email is promptly confirmed by telephone, in each case, to the following addresses, facsimile numbers or email addresses and marked to the attention of the Person (by name or title) designated below, or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided below: If to the Company: Navistar International Corporation 2701 Navistar Drive Lisle, IL 60532 Attention: Curt Kramer Telephone: (331) 332-3186 E-mail: curt.kramer@navistar.com With a copy (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Attention: Frank Aquila and Scott Crofton Telephone: (212) 558-4000 Facsimile: (212) 555-3588 E-mail: aquilaf@sullcrom.com / croftons@sullcrom.com If to Investor: BraWo Park Willy-Brandt-Platz 19 38102 Braunschweig Germany Attention: Dr. Tim Haack Telephone: +49 152 22992066 E-mail: tim.jonas.haack@volkswagen.de With a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. and Michael Davis Telephone: (212) 450-4000 Facsimile: (212) 701-5800 E-mail: george.bason@davispolk.com / michael.davis@davispolk.com

Notices from Share Exchange Agreement

SHARE EXCHANGE AGREEMENT, dated as of December 1, 2014 (this Agreement) by and among Aquarius Cannabis Inc., a Nevada corporation (Aquarius Nevada), Aquarius Holdings LLC, a Colorado limited liability corporation (Aquarius Colorado), and the members of Aquarius Colorado set forth on Schedule I hereto (the Aquarius Colorado Members).

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested)or email to the parties at the following addresses: If to Aquarius Nevada, to: 2549 Cowley Drive Denver, CO 80026 Attention: Michael Davis Lawyer davis@aquariuscannabis.com If to Aquarius Colorado, to: 2549 Cowley Drive Denver, CO 80026 Attention: Michael Davis Lawyer davis@aquariuscannabis.com With a copy to (which copy shall not constitute notice): Szaferman, Lakind, Blumstein & Blader, P.C. 101 Grovers Mill Road, Second Floor Lawrenceville, NJ 08648 Attn: Gregg E. Jaclin, Esq. gjaclin@szaferman.com or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 6.4 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 6.4.

Notices from Purchase Agreement

This PURCHASE AGREEMENT (this Agreement) dated as of November 23, 2014, among Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the Company), BioMarin Pharmaceutical Inc., a Delaware corporation (Parent), and BioMarin Falcons B.V., a private company with limited liability (besloten vennootschap) organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (Buyer).

Notices. All notices, requests and other communications to any party hereunder (each, a Notice) shall be in writing. Such Notice shall be deemed to have been given as of the date delivered to the following: if to Parent or Buyer, to: BioMarin Pharmaceutical Inc. 105 Digital Drive Novato, CA 94949 Attention: Chief Executive Officer with a copy, which shall not constitute notice, to: BioMarin Pharmaceutical Inc. 105 Digital Drive Novato, CA 94949 Attention: General Counsel if to the Company, to: Prosensa Holding N.V. J.H. Oortweg 21 2333 CH Leiden The Netherlands Attention: Berndt Modig with copies, which shall not constitute notice, to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Michael Davis Facsimile No.: (212) 701-5800 E-mail: michael.davis@davispolk.com and De Brauw Blackstone Westbroek N.V. Claude Debussylaan 80 1082 MD Amsterdam The Netherlands Attention: Paul Cronheim Facsimile No.: +31205771775 E-mail: Paul.Cronheim@debrauw.com or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such Notices shall refer specifically to this Agreement and shall be deemed given only if delivered by FedEx or by other internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified in this Section 9.01 or to such other address as the Party to whom notice is to be given may have provided to the other Party at least five days prior to such address taking effect in accordance with this Section 9.01.

Notices from Voting Agreement

VOTING AGREEMENT, dated as of February 2, 2014 (this Agreement), by and among Smith & Nephew, Inc., a Delaware corporation (Parent), and the Person listed on Schedule 1 hereto (Stockholder).

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (including facsimile transmission and electronic mail (e-mail) transmission, so long such e-mail is actually received) and shall be given: (i) if to Parent to: Smith & Nephew, Inc. 150 Minuteman Road Andover, MA 01810 Attention: General Counsel Facsimile: (978) 749-1599 E-mail: Company.Secretary@smith-nephew.com with copies to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile: (212) 701-5800 E-mail: george.bason@davispolk.com michael.davis@davispolk.com (ii) if to Stockholder, to the applicable address set forth on Schedule 1 with copies to: Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Attention: Charles K. Ruck Josh Dubofsky Facsimile: (212) 751-4864 E-mail: charles.ruck@lw.com

Notices from Note

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the Company), Smith & Nephew, Inc., a Delaware corporation (Parent), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (Parent Holdco).

Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (e-mail) transmission, so long as such e-mail is actually received) and shall be given, if to Parent or Merger Subsidiary, to: Smith & Nephew, Inc. 150 Minuteman Road Andover, MA 01810 Attention: General Counsel Facsimile No.: (978) 749 1599 E-mail: Company.Secretary@smith-nephew.com

Notices from Strategic Cooperation Agreement

This Investment and Strategic Cooperation Agreement, dated as of August 10, 2012 (this "Agreement"), by and between Janus Capital Group Inc., a Delaware corporation (the "Company"), and The Dai-ichi Life Insurance Company, Limited, a Japanese corporation (the "Investor"). The Company and the Investor may be referred to in this Agreement individually as a "Party" and collectively as the "Parties".

Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, facsimile, courier service, overnight mail or personal delivery: If to the Company: Janus Capital Group Inc. 151 Detroit Street Denver, CO 80206 Attn: General Counsel Fax: +1 (303) 639-6662 With a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attn: Toby S. Myerson Steven J. Williams Fax: +1 (212) 757-3900 If to the Investor: The Dai-ichi Life Insurance Company, Limited 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100-8411, Japan Attn: General Manager of the Investment Planning Department Fax: +81 (3) 5221-3971 With a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attn: George R. Bason, Jr. Michael Davis Fax: +1 (212) 701-5800

Notices from Asset Purchase Agreement

ASSET PURCHASE AGREEMENT (this Agreement) dated as of September 23, 2009, among LEO PHARMA A/S, an Aktieselskab organized under the laws of Denmark (Buyer Parent), LEO LABORATORIES LTD., a limited liability company formed under the laws of Ireland (Irish Buyer; and, together with Buyer Parent, the Buyers), WARNER CHILCOTT PLC, an Irish public limited company (Seller Parent), WARNER CHILCOTT COMPANY, LLC, a Puerto Rican limited liability company and an indirect wholly-owned subsidiary of Seller Parent (WCCL), and WARNER CHILCOTT (US), LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Seller Parent (WC US; and, together with Seller Parent and WCCL, each a Seller and collectively the Sellers).

Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Buyers, to: LEO Pharma A/S Industriparken 55, DK-2750 Ballerup, Denmark Attention: President and CEO Facsimile No.: +45 72 26 32 95 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Attention: Alan J. Neuwirth Facsimile No.: (212) 309-6001 if to Sellers, to: Warner Chilcott plc Unit 19 Ardee Business Park Hale Street Ardee, Co. Louth, Ireland Attention: General Counsel Facsimile No.: 353.41.685.6985 Warner Chilcott Company, LLC Union Street, Road 195 Km 1.1 Fajardo, Puerto Rico 00738 Attention: Senior Director, Business Operations Facsimile No.: (787) 863-5355 Warner Chilcott (US), LLC 100 Enterprise Drive Rockaway, NJ 07866 Attention: General Counsel Facsimile No.: (973) 442-3310 with a (which shall not constitute notice) copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile No.: (212) 450-3800 or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. 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.