Skadden Uses in Notices Clause

Notices from Settlement Agreement

This Cooperation and Settlement Agreement (this "Agreement") dated June 30, 2017, is by and among T.J. Rodgers, the entities listed on Schedule A (the "Rodgers Trusts" and together with Mr. Rodgers, the "Rodgers Parties") and Cypress Semiconductor Corporation (the "Company").

Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, when delivered in person or sent by overnight courier, when actually received during normal business hours at the address specified in this subsection: If to the Company: Cypress Semiconductor Company198 Champion CourtSan Jose, California 95134Attention: Chief Legal OfficerWith a copy to (which shall not constitute notice): Skadden, Arps, Slate, Meagher & Flom LLP525 University AvenuePalo Alto, California 94301Attention: Kenton J. King Michael MiesEmail: Kenton.King@skadden.com Michael.Mies@skadden.comIf to the Rodgers Parties: T.J. Rodgers575 Eastview WayWoodside, CA 94062With a copy to (which shall not constitute notice): Latham & Watkins LLP140 Scott DriveMenlo Park, CA 94025Attention: Christopher KaufmanEmail: christopher.kaufman@lw.com

Notices from Amended and Restated Guaranty

This [ ________ ]AMENDED AND RESTATED GUARANTY OF LEASE (this "Guaranty"), is made and entered into as of May 4, 2017 (the "Effective Date"), by GENESIS HEALTHCARE, INC., a Delaware corporation (f/k/a Skilled Healthcare Group, Inc.) ("Guarantor"), in favor of [ ________, a ________ ] ("Landlord"). Landlord hereby executes this Guaranty solely for the purpose of acknowledging and agreeing to accept this amended and restated Guaranty in substitution and replacement of the Existing Guaranty (as defined below).

Notices. Any notice, request or other communication to be given by any party hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid and return receipt requested, by hand delivery or express courier service, by email or by an overnight express service to the following address:To Guarantor:101 East State Street Kennett Square, Pennsylvania 19348 Telephone: 610-444-6350 Attention: Chief Executive Officer With a copy to:(that shall not constitute notice)101 East State StreetKennett Square, Pennsylvania 19348Attention: Law Department With a copy to:(that shall not constitute notice)Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, New York 10036Attn: Neil L. RockPhone: +1 212 735 3787 To Landlord:c/o Sabra Health Care REIT, Inc. 18500 Von Karman Avenue, Suite 550 Irvine, CA 92612 Attention: Chief Executive Officer With a copy to:(that shall not constitute notice)Sherry Meyerhoff Hanson & Crance LLP610 Newport Center Drive, Suite 1200Newport Beach, CA 92660-6445Attention: Kevin L. Sherry, Esq.- 8 -or to such other address as either party may hereafter designate. Notice shall be deemed to have been given on the date of delivery if such delivery is made on a Business Day, or if not, on the first Business Day after delivery. If delivery is refused, Notice shall be deemed to have been given on the date delivery was first attempted. Notice sent by email shall be deemed given (i) if sent by email before 5:00 p.m. (Eastern time) on a Business Day, when transmitted; (ii) if sent by email on a day other than a Business Day or after 5:00 p.m. (Eastern time) on a Business Day, on the following Business Day.

Notices from Purchase Agreement

THIS JV INTERESTS PURCHASE AGREEMENT (this Agreement) is made and entered into and effective as of the 15th day of February, 2017 by and among Realogy Services Venture Partner LLC, a Delaware limited liability company (Seller), PHH Broker Partner Corporation, a Maryland corporation (Buyer), and PHH Corporation, a Maryland corporation (PHH, and together with Buyer, the PHH Parties). Each of Seller, Buyer and PHH is referred to as a Party and, collectively, the Parties.

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder will be in writing and sent by facsimile, by electronic mail, by nationally recognized overnight courier service or by registered mail and will be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via electronic mail at the email address specified in this Section 7.5 or facsimile at the facsimile telephone number specified in this Section 7.5, in either case, prior to 5:00 p.m. (New York City time) on a Business Day and, in each case, a copy is sent on such Business Day by nationally recognized overnight courier service, (b) the Business Day after the date of transmission, if such notice or communication is delivered via electronic mail at the email address specified in this Section 7.5 or facsimile at the facsimile telephone number specified in this Section 7.5, in each case, later than 5:00 p.m. (New York City time) on any date and earlier than 12 midnight (New York City time) on the following date and a copy is sent no later than such date by nationally recognized overnight courier service, (c) when received, if sent by nationally recognized overnight courier service (other than in the cases of clauses (a) and (b) above), or (d) upon actual receipt by the Party to whom such notice is required to be given if sent by registered mail. The address for such notices and communications will be as follows. If to Seller c/o Realogy Holdings Corp. 175 Park Avenue Madison, New Jersey 07940 Attention: General Counsel Facsimile No.: 973-407-6685 with copies (which will not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Thomas W. Greenberg, Esq. Email: Thomas.greenberg@skadden.com Facsimile No.: 917-777-7886 If to the PHH Parties, to: c/o PHH Corporation 3000 Leadenhall Road Mt. Laurel, NJ 08054 Attention: General Counsel Facsimile No.: 856-917-7295 with copies (which will not constitute notice) to: Jones Day 250 Vesey Street New York, New York 10281 Attention: Jeffrey Symons Email: jsymons@jonesday.com Facsimile No.: (212) 755-7306

Notices from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of October 27, 2016 (this Agreement), and is entered into by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (Holdings), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the Company), and Christopher D. Sliva (the Executive).

Notices. All notices, requests, demands and other communications (collectively, Notices) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, overnight delivery service, facsimile or electronic transmission (each of which must be confirmed) or by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses: if to the Executive, at the most recent address identified on the payroll records of the Company with a copy to: Vedder Price P.C. 222 North LaSalle Street Suite 2600 Chicago, Illinois 60601 Attn: Robert F. Simon Facsimile No.: 312.609.5005 if to the Company or Holdings, to: AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 Attn: Chairman of the Board with a copy to: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attn: Matthew Wilson Facsimile No.: 213.830.8833 and: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Suite 3400 Los Angeles, California 90071 Attn: Jeffrey H. Cohen Facsimile No.: 213.621.5288 Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other parties in the manner prescribed in this Section.

Notices from Supply Agreement

This Supply Agreement (Parent to Spinco) (together with the Exhibits hereto, this "Agreement") is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Abacus Innovations Corporation, a Delaware corporation ("Spinco"). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a "Party" and collectively they are sometimes referred to as the "Parties."

Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given,if to Parent:Lockheed Martin Corporation6801 Rockledge Drive Bethesda, Maryland 20817 Attention: Senior Vice President, General Counsel and Corporate SecretaryTelecopy: (301) 897-6013with a copy (which shall not constitute notice) to:Hogan Lovells US LLPHarbor East100 International DriveSuite 2000Baltimore, Maryland 21202Attention: Glenn C. CampbellTelecopy: (410) 659-2701 if to Spinco: Abacus Innovations Corporation700 N. Frederick AvenueGaithersburg, MD 20879Attention: PresidentTelecopy: (301) 240-6748with a copy (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLPOne Rodney Square920 N. King StreetWilmington, DE 19801Attention: Robert B. Pincus, Esq.Telecopy: (302) 434-3090or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when transmittal confirmation is received if sent by telecopy (or if that day is not a Business Day, on the first following day that is a Business Day), and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 7.

Notices from Supply Agreement

This Supply Agreement (Spinco to Parent) (together with the Exhibits hereto, this "Agreement") is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Abacus Innovations Corporation, a Delaware corporation ("Spinco"). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a "Party" and collectively they are sometimes referred to as the "Parties."

Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given,if to Parent:Lockheed Martin Corporation6801 Rockledge Drive Bethesda, Maryland 20817 Attention: Senior Vice President, General Counsel and Corporate SecretaryTelecopy: (301) 897-6013with a copy (which shall not constitute notice) to:Hogan Lovells US LLPHarbor East100 International DriveSuite 2000Baltimore, Maryland 21202Attention: Glenn C. CampbellTelecopy: (410) 659-2701 if to Spinco: Abacus Innovations Corporation 700 N. Frederick AvenueGaithersburg, MD 20879Attention: PresidentTelecopy: (301) 240-6748with a copy (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLPOne Rodney Square920 N. King StreetWilmington, DE 19801Attention: Robert B. Pincus, Esq.Telecopy: (302) 434-3090or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when transmittal confirmation is received if sent by telecopy (or if that day is not a Business Day, on the first following day that is a Business Day), and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 7.

Notices from Agreement

This Shared Contracts Agreement - Shared Contracts (Parent Companies) (together with the Exhibits hereto, this "Agreement") is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Abacus Innovations Corporation, a Delaware corporation ("Spinco"). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a "Party" and collectively they are sometimes referred to as the "Parties."

Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given,if to Parent:Lockheed Martin Corporation6801 Rockledge Drive Bethesda, Maryland 20817 Attention: Senior Vice President, General Counsel and Corporate SecretaryTelecopy: (301) 897-6013with a copy (which shall not constitute notice) to:Hogan Lovells US LLPHarbor East100 International DriveSuite 2000Baltimore, Maryland 21202Attention: Glenn C. CampbellTelecopy: (410) 659-2701 if to Spinco: Abacus Innovations Corporation700 N. Frederick AvenueGaithersburg, MD 20879Attention: PresidentTelecopy: (301) 240-6748 with a copy (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLPOne Rodney Square920 N. King StreetWilmington, DE 19801Attention: Robert B. Pincus, Esq.Telecopy: (302) 434-3090or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when transmittal confirmation is received if sent by telecopy (or if that day is not a Business Day, on the first following day that is a Business Day), and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 7.

Notices from Agreement

This Shared Contracts Agreement - Shared Contracts (Spinco Companies) (together with the Exhibits hereto, this "Agreement") is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Abacus Innovations Corporation, a Delaware corporation ("Spinco"). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a "Party" and collectively they are sometimes referred to as the "Parties."

Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given,if to Parent:Lockheed Martin Corporation6801 Rockledge DriveBethesda, Maryland 20817Attention: Senior Vice President, General Counsel and Corporate SecretaryTelecopy: (301) 897-6013with a copy (which shall not constitute notice) to:Hogan Lovells US LLPHarbor East100 International DriveSuite 2000 Baltimore, Maryland 21202Attention: Glenn C. CampbellTelecopy: (410) 659-2701if to Spinco:Abacus Innovations Corporation700 N. Frederick AvenueGaithersburg, MD 20879Attention: PresidentTelecopy: (301) 240-6748with a copy (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLPOne Rodney Square920 N. King StreetWilmington, DE 19801Attention: Robert B. Pincus, Esq.Telecopy: (302) 434-3090or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when transmittal confirmation is received if sent by telecopy (or if that day is not a Business Day, on the first following day that is a Business Day), and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 7.

Notices from Underwriting Agreement

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to: Stifel, Nicolaus & Company, Incorporated, 1 South Street, 15th Floor, Baltimore, MD 21202, Attention: Syndicate, fax: (443) 224-1273; FBR Capital Markets & Co., 1300 N. 17th Street, Arlington, Virginia 22209, Attention: Syndicate Department; and Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention: Equity Syndicate Desk, fax: (501) 377-2404, with a copy to the Representatives' counsel at Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105, Attention: Stuart Neuhauser., or, if sent to the Company, will be mailed, delivered or telefaxed to Eagleline Acquisition Corp., 595 East Lancaster Avenue, Suite 300, Radnor, PA 19087, (fax: (610) 964-7609); Attention: Joseph Fox, with a copy to the Company's counsel at Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94301, Attention: Gregg A. Noel and Michael J. Mies.

Notices from Agreement

This Agreement (this "Agreement") is made and entered into as of October 17, 2016 by and among Stewart Information Services Corporation (the "Company") and the entities and natural persons set forth in the signature pages hereto (collectively, "Foundation") (each of the Company and Foundation, a "Party" to this Agreement, and collectively, the "Parties").

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Stewart Information Services Corporation 1980 Post Oak Blvd., Suite 800 Houston, TX 77056 Attention: Matthew W. Morris Telephone: (713) 625-8000 Facsimile: (713) 629-2323 Email: matt@stewart.com With copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Attention: Richard J. Grossman Telephone: (212) 735-2116 Facsimile: (917) 777-2116 Email: Richard.Grossman@skadden.com