PA Uses in Notices Clause

Notices from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto or facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pittsburgh, PA time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto or facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Pittsburgh, PA time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto or at such other address as parties may designate by written notice to the other parties in the manner provided in this Section 8.3.

Notices from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto or facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pittsburgh, PA time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto or facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Pittsburgh, PA time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto or at such other address as parties may designate by written notice to the other parties in the manner provided in this Section 8.3.

Notices from Note Purchase Agreement

THIS AMENDED & RESTATED NOTE PURCHASE AGREEMENT, is made as of July 10, 2017 (this "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and jVen Capital, LLC, a Delaware limited liability company (the "Investor"). Certain capitalized terms used in this Agreement are set forth in Section 1.4.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, to: OpGen, Inc. 708 Quince Orchard Road, Suite 205 Gaithersburg, Maryland 20878 Attn: Chief Financial Officer email: [email protected] with a copy to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary J. Mullany email: [email protected] If notice is given to the Investor, to: jVen Capital, LLC 11009 Cripplegate Road Potomac, Maryland 20854 Attn: Evan Jones email: [email protected]

Notices from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission and receipt) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02): If to Seller or a Shareholder to the Tonkon Torp LLP address shown below Sellers or 888 SW Fifth Ave., 16th Floor such Shareholders signature, with Portland, OR 97204 a copy (which will not constitute Facsimile: (503) 972-3712 notice) to: E-mail: [email protected] Attention: Bruce Berning If to the Shareholder Tonkon Torp LLP Representative, to the address 888 SW Fifth Ave., 16th Floor shown below his signature, with a Portland, OR 97204 copy (which will not constitute Facsimile: (503) 972-3712 notice) to: E-mail: [email protected] Attention: Bruce Berning If to Buyer: Corporate Secretary Campbell Soup Company One Campbell Place Camden, NJ 08103-1799 Facsimile: +1-856-342-3889 E-mail: [email protected] with a copy to: Pepper Hamilton LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 E-mail: [email protected] Attention: Solomon Hunter, Jr.

Notices from Guaranty

GUARANTY, dated as of June 28, 2017 (this Guaranty), made by GRANITE POINT MORTGAGE TRUST, INC., a Maryland corporation (Guarantor), for the benefit of CITIBANK, N.A., a national banking association (Purchaser).

Notices. Unless otherwise provided in this Guaranty, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if sent by (i) hand delivery, with proof of delivery, (ii) certified or registered United States mail, postage prepaid, (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery, (iv) by telecopier (with answerback acknowledged), provided that such telecopier notice must also be delivered by one of the means set forth in (i), (ii) or (iii) above, or (v) by electronic mail, provided that such electronic mail notice must also be delivered by one of the means set forth in (i), (ii) or (iii) above; in the case of notice to the Purchaser, to the address specified in Exhibit I to the Repurchase Agreement and, in the case of notice to Guarantor, to the address specified below, or to such other address and person as shall be designated from time to time by Guarantor or Purchaser, as the case may be, in a written notice to the other in the manner provided for in this Article VII(b). A notice shall be deemed to have been given: (1) in the case of hand delivery, at the time of delivery, (2) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (3) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, (4) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopier notice was also delivered as required in this Article VII or (5) in the case of electronic mail, upon receipt of a verbal or electronic communication confirming receipt thereof, provided that such electronic mail notice was also delivered as required in this Article VII. A party receiving a notice that does not comply with the technical requirements for notice under this Article VII may elect to waive any deficiencies and treat the notice as having been properly given. Purchaser: Citibank, N.A. 390 Greenwich Street New York, New York 10013 Attn: Richard Schlenger Tel: (212) 816-7806 Fax: (212) 816-8307 Email: [email protected] with copies to: Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104 Attn: Richard D. Jones Tel: (215) 994-3844 Fax: (215) 655-2501 Email: [email protected] Guarantor: Granite Pointe Mortgage, Inc. 601 Carlson Parkway, Suite 1400 Minnetonka, MN 55305 Attn: General Counsel Tel: (212) 364-5500 Email: [email protected] with a copy to: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attn: Robert L. Boyd, Esq. Tel: (212) 839-7352 Fax: (212) 839-5599 Email: [email protected]

Notices from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company") and Osprey Sponsor, LLC, a Delaware limited liability company (the "Sponsor" and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").

Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103, Attention: Jeffrey Brotman or by facsimile at __________, and, if to any Holder, at such Holder's address or facsimile number as set forth in the Company's books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

Notices from Credit Agreement

THIS CREDIT AGREEMENT (this "Agreement") is executed as of June 22, 2017 (the "Effective Date"), by and between FIFTH THIRD BANK, an Ohio banking corporation ("Lender"), and JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company ("Borrower").

Notices. Any notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person, (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (c) sent by overnight express carrier, addressed in each case as follows: To Lender: Fifth Third Bank 201 E. Kennedy Blvd., Suite 1800 Tampa, FL 33602 Attn: Brian Holliday, Vice President With a copy to: Bradley Arant Boult Cummings LLP 100 N. Tampa Street, Suite 2200 Tampa, FL 33602 Attn: Stephanie Kane, Esq. To Borrower: JetPay Payment Services, FL, LLC 316 South Baylen St., Suite 590 Pensacola, FL 32502 Attn: Chris Battel or Rick Carroll and 3939 West Drive Center Valley, PA 18037 Attn: Gregory M. Krzemien

Notices from Separation Agreement

This Separation Agreement (the Agreement) is entered into as of June 14, 2017, by and between Regional Management Corp., a Delaware corporation (the Company), and Jody L. Anderson (Executive). The Company and Executive may be referred to individually as a Party and collectively as the Parties.

Notices. Any notice hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, sent by reliable next-day courier, or sent by registered or certified mail, return receipt requested, postage prepaid, to the Party to receive such notice addressed as follows: If to the Company: Regional Management Corp. 979 Batesville Road, Suite B Greer, SC 29651 Attention: Brian J. Fisher, Vice President and General Counsel with a copy to: Womble Carlyle Sandridge & Rice, LLP One Wells Fargo Center 301 South College Street, Suite 3500 Charlotte, NC 28202 Attention: Jane Jeffries Jones If to Executive: Jody L. Anderson, at the residence address in the Companys personnel records as of the Termination Date with a copy to: David E. Rothstein Rothstein Law Firm, PA 1312 Augusta Street Greenville, SC 29605 or addressed to such other address as may have been furnished to the sender by notice hereunder. All notices shall be deemed given on the date on which delivered if delivered by hand or on the date sent if sent by overnight courier or certified mail, except that notice of change of address will be effective only upon receipt by the other party.

Notices from First Supplemental Indenture

First Supplemental Indenture, dated as of May 4, 2016 (this First Supplemental Indenture), among PQ Corporation, a Pennsylvania corporation (PQ), the guarantors named in the signature pages hereto (the Guarantors) and Wilmington Trust, National Association, as trustee (the Trustee).

Notices. All notices or communications to PQ or the Guarantors will be duly given if in writing and delivered in person, via facsimile, mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the address as follows: PQ CORPORATION 300 Lindenwood Drive Valleybrooke Corporate CenterMalvern, PA 19355 Attention: Chief Financial Officer or General Counsel

Notices from Amended and Restated Registration Rights Agreement

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June 6, 2017, by and among OpGen, Inc., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor."

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient's normal business hours, and if not sent during normal business hours, then on the recipient's next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 3.5. If notice is given to the Company, OpGen, Inc. 708 Quince Orchard Road Gaithersburg, MD 20878 Attention: Timothy C. Dec Chief Financial Officer a copy shall also be sent to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary J. Mullany.