San Mateo 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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218 Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.com With a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

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: mounir@nazarethenterprises.comWith a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: Eakatt@aol.comBuyer:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: Carlm@colonialoaks.orgWith 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: kkinigstein@coxcastle.comIf to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: James.Erwin@fnf.com

Notices from Investment Advisor Agreement

THIS SELECTED INVESTMENT ADVISOR AGREEMENT (the "Agreement") is made and entered into as of the day indicated on Exhibit A attached hereto and by this reference incorporated herein, by and among REDWOOD MORTGAGE INVESTORS IX, LLC, a Delaware limited liability company (the "Company") and the selected investment advisor (the "SIA") identified in Exhibit A hereto.

Notices. All notices and communications hereunder shall be in writing and shall be deemed to have been given and delivered when deposited in the United States mail, postage prepaid, registered or certified mail, to the applicable address set forth below. If sent to the Company: Redwood Mortgage Investors IX, LLC1825 S. Grant Street, Suite 250San Mateo, California 94402Attention: Mr. Thomas R. Burwell If sent to the SIA: to the person whose name and address are identified in Exhibit A hereto.

Notices from Additional Agreement

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in accordance with the following clauses (i) and (ii): (i) by email to the parties at the following email addresses (or at such other email address for a party as shall be specified by like notice) and (ii) by email and hand delivery to the parties counsel at the following email addresses and street addresses (or at such other email address or street address for a partys counsel as shall be specified by like notice): If to the Company, by email to: SolarCity Corporation 3055 Clearview Way San Mateo, California 94402 Attn: Tanguy Serra Seth Weissman Phuong Phillips Email: tserra@solarcity.com sweissman@solarcity.com pphillips@solarcity.com and by email and hand delivery to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 Attn: Thomas J. Ivey Email: thomas.ivey@skadden.com if to Parent or Merger Sub, by email to: Tesla Motors, Inc. 3500 Deer Creek Road Palo Alto, California 94304 Attn: Jason Wheeler Todd A. Maron Email: jasonw@tesla.com todd@tesla.com and by email and hand delivery to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn: David C. Karp Ronald C. Chen Email: DCKarp@wlrk.com RCChen@wlrk.com

Notices from Additional Agreement

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in accordance with the following clauses (i) and (ii): (i) by email to the parties at the following email addresses (or at such other email address for a party as shall be specified by like notice) and (ii) by email and hand delivery to the parties counsel at the following email addresses and street addresses (or at such other email address or street address for a partys counsel as shall be specified by like notice): If to the Company, by email to: SolarCity Corporation 3055 Clearview Way San Mateo, California 94402 Attn: Tanguy Serra Seth Weissman Phuong Phillips Email: tserra@solarcity.com sweissman@solarcity.com pphillips@solarcity.com and by email and hand delivery to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 Attn: Thomas J. Ivey Email: thomas.ivey@skadden.com if to Parent or Merger Sub, by email to: Tesla Motors, Inc. 3500 Deer Creek Road Palo Alto, California 94304 Attn: Jason Wheeler Todd A. Maron Email: jasonw@tesla.com todd@tesla.com and by email and hand delivery to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn: David C. Karp Ronald C. Chen Email: DCKarp@wlrk.com RCChen@wlrk.com