Virginia Uses in Notices Clause

Notices from Rights Agreement

This Tax Asset Protection Rights Agreement, dated as of February 8, 2017 (this Agreement), is made and entered into by and between comScore, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the Rights Agent).

Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: comScore, Inc. 11950 Democracy Drive Suite 600 Reston, Virginia 20190 Attention: General Counsel (b) Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Company) as follows: American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 Attention: Relationship Management (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or, if prior the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Notices from Administration Agreement

ADMINISTRATION AGREEMENT, dated as of January 1, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), by and among CARMAX AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the Issuer), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the Administrator), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (i) in the case of the Issuer, to CarMax Auto Owner Trust 2017-1 c/o the Owner Trustee at the following address: Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, (ii) in the case of the Administrator, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, and (iii) in the case of the Indenture Trustee, at the following address: 190 South LaSalle Street, 7th Floor, Mail Code: MK-IL-SL7C Chicago, Illinois 60603, Attention: CAOT 2017-1, or, in each case, to such other address as any party shall have provided to the other parties in writing. If CarMax is no longer the Administrator, the successor Administrator shall provide any notices required to be given to the Rating Agencies to the Depositor, who shall promptly provide such notices to the Rating Agencies.

Notices from Administration Agreement

ADMINISTRATION AGREEMENT, dated as of January 1, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), by and among CARMAX AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the Issuer), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the Administrator), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (i) in the case of the Issuer, to CarMax Auto Owner Trust 2017-1 c/o the Owner Trustee at the following address: Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, (ii) in the case of the Administrator, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, and (iii) in the case of the Indenture Trustee, at the following address: 190 South LaSalle Street, 7th Floor, Mail Code: MK-IL-SL7C Chicago, Illinois 60603, Attention: CAOT 2017-1, or, in each case, to such other address as any party shall have provided to the other parties in writing. If CarMax is no longer the Administrator, the successor Administrator shall provide any notices required to be given to the Rating Agencies to the Depositor, who shall promptly provide such notices to the Rating Agencies.

Notices from Remarketing Agreement

AMENDED AND RESTATED REMARKETING AGREEMENT, dated as of January 12, 2017, among SLM Student Loan Trust 2005-8 (the "Trust"), Navient Solutions, Inc., as administrator (the "Administrator"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" and, in its capacity as Remarketing Agent under this Agreement, the "Remarketing Agent").

Notices. Unless otherwise specified, any notices, requests, consents or other communications given or made under this Agreement or pursuant to this Agreement shall be made in writing or transmitted by any standard form of telecommunication or by telephone and confirmed in writing. All written notices shall be deemed to be validly given or made, if delivered by hand, when so delivered, or if mailed, when mailed registered or certified mail, return receipt requested and postage prepaid. All notices by telecommunication (including telephone and facsimile) shall be deemed to be validly given or made when received. All such notices, requests, consents or other communications shall be addressed as follows: if to the Administrator or the Trust: Navient Solutions, Inc., as Administrator SLM Student Loan Trust 2005-8 2001 Edmund Halley Drive Reston, Virginia 20191 Attention: ABS Administration if to Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith Incorporated NY1-100-04-01 One Bryant Park New York, New York 10036 Attention: Benjamin Merrill Email: benjamin.merrill@baml.com or to such other address as any of the above shall specify to the other in writing.

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective January 4, 2017, by and between ALLIANCE MMA, INC., a Delaware corporation ("Alliance"), and Brian Butler-Au, an individual and resident of the Commonwealth of Virginia ("Executive").

Notices. For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Roundtable Creative, Inc. 3801 Barrington Branch Court Richmond, Virginia 23233 Attention: Brian Butler-Au Phone: (804) 833-6560 Email: bbutler@suckerpunchent.com If to Alliance: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 Fax: (212) 658-9291 with copies to: Mazzeo Song P.C. 444 Madison Avenue, 4th Floor New York, NY 10022 Attention: Robert L. Mazzeo, Esq. Phone: (212) 599-0310 Fax: (212) 599-8400 or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

NOTICES from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of January 6, 2017 (the "Effective Date") among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and ARQULE, INC., a Delaware corporation, with offices located at One Wall Street, Burlington, MA 01803 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

NOTICES. All notices, consents, requests, approvals, demands, or other communication (collectively, "Communication") by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. If to Borrower: ARQULE, INC. One Wall Street Burlington, MA 01803 Attn: Peter S. Lawrence Fax: (781) 287-8143 Email: plawrence@arqule.com with a copy (which shall not constitute notice) to: ARNOLD & PORTER KAYE SCHOLER LLP 601 Massachusetts Ave, NW Washington, DC 20001 Attn: Richard Baltz Fax: (202) 942-5999 Email: richard.baltz@apks.com If to Collateral Agent: OXFORD FINANCE LLC 133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225 Email: LegalDepartment@oxfordfinance.com with a copy (which shall not constitute notice) to: COOLEY LLP 101 California Street, 5th Floor San Francisco, CA 94111 Attn: Mike Tollini Fax: (415) 693-2222 Email: mtollini@cooley.com

NOTICES from Employment Agreement

THIS AGREEMENT is entered into as of the date set forth below, by and between VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (the "Corporation"), and C. Harril Whitehurst, Jr. (the "Executive") and is made effective January 6, 2017.

NOTICES. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: C. Harril Whitehurst, Jr. 12731 Foxstone Road Midlothian, Virginia 23113 If to the Corporation: William G. Foster, President and Chief Executive Officer Village Bank and Trust Financial Corp. P. O. Box 330 Midlothian, Virginia 23112 With a copy to: Craig D. Bell, Esquire Chairman of the Board of Directors McGuireWoods LLP 901 East Cary Street Richmond, Virginia 23219-4030 or at such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

NOTICES from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of January 6, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), CONFORMIS, INC., a Delaware corporation (ConforMIS) and IMATX, INC., a California corporation (ImaTx and individually, collectively, jointly and severally with ConforMIS, Borrower), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

NOTICES. All notices, consents, requests, approvals, demands, or other communication (collectively, Communication) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. If to Borrower: CONFORMIS, INC. 28 Crosby Drive Bedford, MA 01730 Attn: Chief Financial Officer Fax: (781) 345-0147 Email: paul.weiner@conformis.com with a copy (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr, LLP 60 State Street Boston, MA 02446 Attn: Jamie N. Class Fax: 617 526 5000 Email: jamie.class@wilmerhale.com If to Collateral Agent: OXFORD FINANCE LLC 133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225 Email: LegalDepartment@oxfordfinance.com with a copy (which shall not constitute notice) to: DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 Attn: Troy Zander Fax: (858) 638-5086 cynthia.lovering@dlapiper.com

Notices from Master Transition Services Agreement

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including telecopy, electronic transmission or similar writing) and shall be given as follows: if to HLT: Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 883-6188 if to PK: Park Hotels & Resorts Inc. 1600 Tysons Blvd., Suite 1000 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 893-1057 if to HGV: Hilton Grand Vacations Inc. 6355 MetroWest Boulevard, Suite 180 Orlando, Florida 32835 Attn: General Counsel Facsimile: (407) 722-3776 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other Parties. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) 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 18).

Notices from Master Transition Services Agreement

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including telecopy, electronic transmission or similar writing) and shall be given as follows: if to HLT: Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 883-6188 if to PK: Park Hotels & Resorts Inc. 1600 Tysons Blvd., Suite 1000 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 893-1057 if to HGV: Hilton Grand Vacations Inc. 6355 MetroWest Boulevard, Suite 180 Orlando, Florida 32835 Attn: General Counsel Facsimile: (407) 722-3776 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other Parties. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) 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 18).