TX Uses in Notices Clause

Notices from Promissory Note

For value received, CenStar Energy Corp., a New York corporation ("CenStar" or the "Issuer"), promises to pay to the order of Verde Energy USA Holdings, LLC (the "Holder"), the principal sum of Twenty Million and No/100 US Dollars ($20,000,000.00). This promissory note (this "Note") is being issued pursuant to that certain Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 among Holder, CenStar, and Spark Energy, Inc. (the "MIPA") and is subject to the following terms and conditions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the MIPA.

Notices. Any notice required or permitted by this Note shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) upon confirmation of receipt by fax by the party to be notified, (c) one (1) business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in subsection (d), or (d) three (3) days after deposit with the United States Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address of such party indicated directly below, or at such other address as such party may designate by ten (10) days' advance written notice to the other party given in the foregoing manner. CenStar Holder12140 Wickchester LaneSuite 100Houston, TX 77079Attn: Chief Executive Officer Verde Energy USA Holdings, LLC101 Merritt 7, Second FloorNorwalk, CT 06851

Notices from Purchase Agreement

This Purchase Agreement - Kisa and Luna Claims ("Agreement") is made and entered into by and among Amazing Energy Oil and Gas Co. (formerly Gold Crest Mines Inc.), (hereafter "Amazing") whose address is 701 South Taylor Street, Suite 470, LB113, Amarillo, TX 79101 USA and Kisa Gold Mining Inc. ("Kisa"), a wholly-owned subsidiary of Amazing, also of 701 South Taylor Street, Suite 470, LB113, Amarillo, TX 79101 USA ("Sellers") and Afranex Gold Limited (CAN 149 572 770) whose address is Suite 8, 7 The Esplanade, Mt. Pleasant, WA, Australia 6153 ("Afranex") and its wholly-owned subsidiary, Afranex (Alaska) Limited ("Afranex (Alaska)"), whose address is 1600 A Street, Suite 310, Anchorage, AK 99501 ("Buyer").

Notices. Any notices required or authorized to be given by this Agreement shall be in writing and shall be sent either digitally or by commercial courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address with this Section. Such notice shall be effective on the date of receipt by the addressee party, except that any emails or facsimiles received after 5:00 p.m. of the addressee's local time shall be deemed delivered the next day. If to Sellers: Amazing Energy Oil and Gas Co. Kisa Gold Mining Inc. 701 South Taylor Street, Suite 470, LB113 Amarillo, TX 79101 USA (806) 351-2077 stephen@amazingenergy.com H5Aa Purchase Agreement - Kisa and Luna Claims J. P. Tangen Attorney at Law (P.C.) 1600 A Street, Suite 310 Anchorage, AK 99501

Notices from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this "Agreement") with an effective date of June 4, 2017 (the "Effective Date") and dated June 4, 2017 (the "Execution Date"), is by and between Excel Corporation., a Delaware corporation (together with its subsidiaries, the "Company"), and Karl Power, an individual residing in Woodside, California (the "Employee").

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if physically delivered, delivered by express mail or other expedited service or upon receipt if mailed, postage prepaid, via registered mail, return receipt requested, addressed as follows: (a) To the Company: (b) To the Employee: Excel Corporation 595 Madison Avenue Suite 1101 New York, NY 10022 Attn: Ruby Azrak Karl Power 50 Haciendas Drive Woodside, CA 94062 and to: Greenberg Traurig Attn: Jordan Cowman 2200 Ross Ave Suite 5200 Dallas, TX 75201 and/or to such other persons and addresses as any party shall have specified in writing to the other.

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