Virginia Uses in Notices Clause

Notices from Asset Purchase Agreement

ASSET PURCHASE AGREEMENT ("Agreement"), dated as of December 9, 2016, by and between Bristol Metals, LLC, a Tennessee limited liability company (the "Buyer"), and Marcegaglia USA, Inc., a Pennsylvania corporation (the "Seller"). Seller and Buyer may each be referred to herein individually as a "Party" and together as the "Parties".

Notices. All notices and other communications hereunder shall be in writing an shall be deemed given on the day when delivered personally or by facsimile transmission (with confirmation), on the next Business Day when delivered to a nationally recognized overnight courier or five (5) Business Days after deposited as registered or certified mail (return receipt requested), in each case, postage prepaid, addressed to the recipient Party at its address or facsimile number specified below (or at such other address or facsimile address for a Party as shall be specified by like notice; provided that notices of a change of address or facsimile number shall be effective only upon receipt thereof):If to Buyer, to:Bristol Metals, LLCc/o Synalloy Corporation4510 Cox Road, Suite 201Glen Allen, Virginia 23060Attention: Craig Bram, CEOTelephone: (804) 822-3261Facsimile: (804) 822-3270With copies to:LeClairRyan, A Professional CorporationRiverfront Plaza, East Tower919 East Main StreetRichmond, Virginia 23219Attention: John C. Selbach, Esq.Telephone: (804) 343-4388Facsimile: (804) 916-7288If to Seller, to:Marcegaglia USA, Inc.c/o Marcegaglia Specialties SpaVia Bresciani, 1646040 Gazoldo degli Ippoliti, MN - ItalyAttn: Antonio Marcegaglia, Chairman and CEOTelephone: +39 0376 685430 Fax: +39 0379 657901With copies to:Marcegaglia Specialties SpaVia Bresciani, 1646040 Gazoldo degli Ippoliti, MN - ItalyAttn: Avv. Elisa Scihanick, Corporate General CounselTelephone: +39 0376 685432Fax: +39 0379 685656

Notices from Restricted Stock Unit Award Agreement

("Participant") an award (the "Award") of that number of Restricted Stock Units (the "RSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share (the "Common Stock"), indicated above in the box labeled "Time-based RSUs ," subject to certain restrictions and on the terms and conditions contained in this Award and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). A copy of the Plan is available on the Company's Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Notices. Except as otherwise provided herein, all notices, requests, demands and other communications under this Award shall be in writing, and if by telecopy, shall be deemed to have been validly served, given or delivered when sent, or if by personal delivery or messenger or courier service, shall be deemed to have been validly served, given or delivered upon actual delivery (but in no event may notice be given by deposit in the United States mail), at the following addresses, telephone and facsimile numbers (or such other address(es), telephone and facsimile numbers a party may designate for itself by like notice):If to the Company: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: General Counsel or by telephone at (540) 561-3225 or telecopy at (540) 561-1448;With copy to: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: Vice President, Rewards and HR Services or by telephone at (540) 561-6818 or telecopy at (540) 561-6998;If to you, the Participant, to your home address on record at Advance Auto Parts or your business address at Advance Auto Parts.

Notices from Restricted Stock Unit Award Agreement

("Participant") an award (the "Award") of that number of Restricted Stock Units (the "RSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share (the "Common Stock"), indicated above in the box labeled "Time-based RSUs ," subject to certain restrictions and on the terms and conditions contained in this Award and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). A copy of the Plan is available on the Company's Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Notices. Except as otherwise provided herein, all notices, requests, demands and other communications under this Award shall be in writing, and if by telecopy, shall be deemed to have been validly served, given or delivered when sent, or if by personal delivery or messenger or courier service, shall be deemed to have been validly served, given or delivered upon actual delivery (but in no event may notice be given by deposit in the United States mail), at the following addresses, telephone and facsimile numbers (or such other address(es), telephone and facsimile numbers a party may designate for itself by like notice):If to the Company: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: General Counsel or by telephone at (540) 561-1173 or telecopy at (540) 561-1448;With copy to: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: Vice President, Rewards and HR Services or by telephone at (540) 561-6818 or telecopy at (540) 561-6998;If to you, the Participant, to your home address on record at Advance Auto Parts or your business address at Advance Auto Parts.

Notices from Award Agreement

("Participant") Stock Appreciation Rights (the "SARs") with respect to the number of Shares of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ("Common Stock"), indicated above in the box labeled "Performance-based SARs (at Target Level)" (the "Target Award"). The initial fair market value of each underlying Share is indicated above in the box labeled "Grant Price." The SARs that this Certificate represents shall vest and become exercisable in accordance with Sections 1 and 2 below, and upon vesting shall be fully exercisable until the Expiration Date except as otherwise provided in Section 2 below. This Award is subject to the terms and conditions set forth below and in the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). A copy of the Plan is available on the Company's Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall ha

Notices. Except as otherwise provided herein, all notices, requests, demands and other communications under this Award shall be in writing, and if by telecopy, shall be deemed to have been validly served, given or delivered when sent, or if by personal delivery or messenger or courier service, shall be deemed to have been validly served, given or delivered upon actual delivery (but in no event may notice be given by deposit in the United States mail), at the following addresses, telephone and facsimile numbers (or such other address(es), telephone and facsimile numbers a party may designate for itself by like notice):If to the Company: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: General Counsel or by telephone at (540) 561-3225 or telecopy at (540) 561-1448;With copy to: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: Vice President, Rewards and HR Services or by telephone at (540) 561-6818 or telecopy at (540) 561-6998;If to you, the Participant, to your home address on record at Advance Auto Parts or your business address at Advance Auto Parts.

Notices from At Market Issuance Sales Agreement

Novavax, Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with FBR Capital Markets & Co., a Delaware limited liability company ("FBR"), as follows:

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to FBR, shall be delivered to: FBR Capital Markets & Co. 1300 North 17th Street Suite 1400 Arlington, Virginia 22209 Attention: Legal Department Telephone: (703) 312-9500 Email: atmdesk@fbr.com with a copy to: Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, New Jersey 07102-5429 Attention: Dean M. Colucci Telephone: (973) 424-2020 Email: dmcolucci@duanemorris.com and if to the Company, shall be delivered to: Novavax, Inc. 9920 Belward Campus Drive Rockville, MD 20850 Attention: Barclay A. Phillips Facsimile: (240) 268-2115 Email: bphillips@Novavax.com with a copy to: Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Attention: Paul M. Kinsella Facsimile: (617) 235-0822 Email: paul.kinsella@ropesgray.com Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

Notices from Award Agreement

The Executive Compensation Committee of the Gannett Board of Directors has approved your opportunity to receive Performance Shares (referred to herein as "Performance Shares") under the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan, as set forth below.

Notices. Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 7950 Jones Branch Drive, McLean, Virginia 22107, and, if to the Employee, shall be addressed to the Employee at his or her address as it appears on the Company's records.

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.