Common use of Addresses and Notices Clause in Contracts

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, 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 17.01): If to UTC, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, 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 17.01): If to UTC, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [DirectorXxxx Xxxxxxx, Taxes] Corporate VP – Taxes E-mail: [ ] Xxxx.xxxxxxx@xxx.xxx with a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Xxxx Xxxxxx, Corporate Vice President and Associate General Counsel E-mail: [ ] Xxxx.Xxxxxx@xxx.xxx If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [DirectorXxxxxxx Xxxxx, Taxes] VP, Tax E-mail: [ ] Xxxxxxx.Xxxxx@xxxxxxx.xxx with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] Xxxxx.XXxxxxx@xxxxxxx.xxx If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [DirectorXxxxxxx Xxxxxxxx, Taxes] VP, Tax E-mail: [ ] Xxxxxxx.Xxxxxxxx@xxxx.xxx with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] Xxxx.XxXxxxxxxx@xxxx.xxx A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.

Addresses and Notices. All notices, requests, claims, demands Any notice provided in or other communications permitted under this Agreement shall be made in writing and shall may be given or made served by: (and except as provided herein, shall a) delivering the same in person to the party to be deemed to have been duly given or made upon receiptnotified; (b) by delivery depositing the same in person, by overnight courier service, by certified the mail, postage prepaid, registered or certified with return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, addressed to the respective Parties party to be notified at the following addresses address herein specified; (c) delivering the same on a prepaid basis via a nationally recognized courier service, such as Federal Express; or at (d) sending the same by facsimile transmission, followed by delivery of a hard copy via a nationally recognized courier service, such as Federal Express. If notice is deposited in the mail pursuant to this Section 15.1, it will be deemed received on the third (3rd) Business Day after it is so deposited. Notice given in any other address for a Party as manner shall be specified in a notice given in accordance with this Section 17.01): deemed received only if and when actually received by the party to be notified. For the purpose of notice, the address of the parties shall be, until changed as hereinafter provided for, as follows: If to UTC, toRPH or any Vestar Entity: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Plastic Holdings, Inc. 00000 Xxxx Xxxxxx Xxxxx, Suite 200 Diamond Bar, California 91765 Attention: Chief Financial Officer Telecopy: (000) 000-0000 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxx Telecopy: (000) 000-0000 and Vestar Packaging, LLC Seventeenth Street Plaza 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxx Telecopy: (000) 000-0000 If to Franklin: with a copy to: Xxxx Foods Company 0000 XxXxxxxx Xxx., LB 30, Suite 1200 Xxxxxx, Xxxxx 00000 Attention: President and General Counsel Telecopy: (000) 000-0000 Xxxxxx & Xxxx, L.L.P. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. XxXxxxxxx Telecopy: (000) 000-0000 If to the Individual Members: Xxxxxxx X. Xxxx Xxxx Sales Xxx Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A Party mayXxxxxx X. Xxxxx 000 Xxxxxxxx Xxxxx X.X. Xxx 0000 Xxxxxxx, XX 00000 Xxxxxxx X. Xxxxxxxx Xxxxxxxx Dairy 000 Xxxxxx Xx. Denver, CO 80204 The parties shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least 15 days’ prior written notice to the other Partiesparties. Each party shall have the right from time to time to specify additional parties (not to exceed two additional parties) to whom notice hereunder must be given by delivering to the other party 15 days’ prior written notice thereof, change setting forth the address to which of such notices are additional parties. Notice required to be delivered hereunder to any party shall not be deemed to be effective until the additional parties, if any, designated by such party have been given or madenotice in a manner deemed effective pursuant to the terms of this Section 15.1.

Addresses and Notices. All notices, requests, claims, demands Each party giving any notice required or other communications permitted under this Agreement shall be will give the notice in writing and shall use one of the following methods of delivery to the party to be given notified, at the address set forth below or made another address of which the sending party has been notified in accordance with this Section 16.01: (and except as provided herein, shall be deemed to have been duly given or made upon receipta) by delivery in person, by personal delivery; (b) commercial overnight courier servicewith a reasonable method of confirming delivery; or (c) pre-paid, by United States of America certified or registered mail, return receipt requested, or by electronic mail (“e-mail”), so long . Notice to a party is effective for purposes of this Agreement only if given as confirmation of receipt of such e-mail is requested provided in this Section 16.01 and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice deemed given in accordance with this Section 17.01): on the date that the intended addressee actually receives the notice. If to UTC, toParent: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: United Technologies Corporation 00 Xxxx ServiceMaster Global Holdings, Inc. ServiceMaster Global Holdings, Inc. 000 Xxxxxxx Xxxx XxxxxxxxxxXxxxx 000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxxxx 00000 Xxxxxxx, Xxxxxxxxx 00000 Attention: [Vice President, Tax Attention: Chief Financial Officer][General Counsel] Officer E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] Xxxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx E-mail: [ ] xxxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx If to SpinCo: with a copy to: Carrier Global Corporation 00000 frontdoor, inc. frontdoor, inc. 000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx 00000 Xxxxxxx, Xxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Officer Attention: General Counsel E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx A Party may, party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Parties, change the address to which such notices are to be given or madeparties.

Addresses and Notices. All notices, requests, claims, demands Each party giving any notice required or other communications permitted under this Agreement shall be will give the notice in writing and shall use one of the following methods of delivery to the party to be given notified, at the address set forth below or made another address of which the sending party has been notified in accordance with this Section 16.01: (and except as provided herein, shall be deemed to have been duly given or made upon receipta) by delivery in person, by personal delivery; (b) commercial overnight courier servicewith a reasonable method of confirming delivery; or (c) pre-paid, by United States of America certified or registered mail, return receipt requested, or by electronic mail (“e-mail”), so long . Notice to a party is effective for purposes of this Agreement only if given as confirmation of receipt of such e-mail is requested provided in this Section 16.01 and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice deemed given in accordance with this Section 17.01): on the date that the intended addressee actually receives the notice. If to UTCParent: ServiceMaster Global Holdings, to: United Technologies Corporation 00 Xxxx Inc. 000 Xxxxxxx Xxxx XxxxxxxxxxXxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxxxx 00000 Attention: [DirectorVice President, Taxes] Tax E-mail: [ [·] with a copy to: United Technologies Corporation 00 Xxxx ServiceMaster Global Holdings, Inc. 000 Xxxxxxx Xxxx XxxxxxxxxxXxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Officer E-mail: [ [·] If to CarrierSpinCo: AHS Holding Company, to: Carrier Global Corporation 00000 Inc. 000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx 00000 Attention: [Director, Taxes] Chief Financial Officer E-mail: [ [·] with a copy to: Carrier Global Corporation 00000 AHS Holding Company, Inc. 000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ·] A Party may, party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Parties, change the address to which such notices are to be given or madeparties.

Addresses and Notices. All notices, requests, claims, demands Each Company giving any notice required or other communications permitted under this Agreement shall be will give the notice in writing and shall use one of the following methods of delivery to the Company to be given notified, at the address set forth below or made another address of which the sending Company has been notified in accordance with this Section 16.01: (and except as provided herein, shall be deemed to have been duly given or made upon receipta) by delivery in person, by personal delivery; (b) commercial overnight courier servicewith a reasonable method of confirming delivery; (c) pre-paid, by United States of America certified or registered mail, return receipt requested, ; or (d) by electronic mail (“e-mail”), ) so long as confirmation of receipt of such e-mail is requested and received, . Notice to the respective Parties at the following addresses (or at such other address a Company is effective for a Party purposes of this Agreement only if given as provided in this Section 16.01 and shall be specified in a notice deemed given in accordance with this Section 17.01): on the date that the intended addressee actually receives the notice. If to UTCParent, to: United Technologies Corporation 00 Xxxxxx Biomet Holdings, Inc. 000 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxx Warsaw, Xxxxxxxxxxx 00000 Indiana 46580 Attention: [DirectorVice President, Taxes] Global Tax General Counsel E-mail: [ ] xxxxxxx.xxxx@xxxxxxxxxxxx.xxx xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx with a copy copies (which shall not constitute notice), to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx XxxxxxxxxxWhite & Case LLP 0000 Xxxxxx xx xxx Xxxxxxxx New York, Xxxxxxxxxxx 00000 New York 10020-1095 Attention: [Chief Financial Officer][General Counsel] Xxxxx X. Xxxxxx, Esq. Xxxxxx X. Xxxxxx, Esq. Xxxxxxxx X. Xxxxx, Esq. Xxxxxx Xxxxx, Esq. E-mail: [ ] If to Carrierxxxxxxx@xxxxxxxxx.xxx xxxxxx.xxxxxx@xxxxxxxxx.xxx xxxxxxxx.xxxxx@xxxxxxxxx.xxx xxxxxx.xxxxx@xxxxxxxxx.xxx White & Case LLP 000 Xxxx Xxxxxx, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx0000 Houston, Xxxxxxx 00000 Texas 77002 Attention: [DirectorXxxx X. XxXxxxxxx, Taxes] Esq. E-mail: [ ] with a copy xxxx.xxxxxxxxx@xxxxxxxxx.xxx If to SpinCo, to: Carrier Global Corporation ZimVie Inc. 00000 Xxxxxxxx Xx., Westminster, CO 80021 Attention: Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] If to Otisxxxxxxx.xxxxxxx@xxxxxx.xxx with copies (which shall not constitute notice), to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx XxxxxxxxxxWhite & Case LLP 0000 Xxxxxx xx xxx Xxxxxxxx New York, Xxxxxxxxxxx 00000 New York 10020-1095 Attention: [DirectorXxxxx X. Xxxxxx, Taxes] Esq. Xxxxxx X. Xxxxxx, Esq. Xxxxxxxx X. Xxxxx, Esq. Xxxxxx Xxxxx, Esq. E-mail: [ ] with a copy toxxxxxxx@xxxxxxxxx.xxx xxxxxx.xxxxxx@xxxxxxxxx.xxx xxxxxxxx.xxxxx@xxxxxxxxx.xxx xxxxxx.xxxxx@xxxxxxxxx.xxx White & Case LLP 000 Xxxx Xxxxxx, Xxxxx 0000 Houston, Texas 77002 Attention: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx XxxxxxxxxxX. XxXxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Esq. E-mail: [ ] xxxx.xxxxxxxxx@xxxxxxxxx.xxx A Party may, Company may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Parties, change the address to which such notices are to be given or madeCompany.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be deemed given or made if delivered personally (and except as provided herein, shall be notice deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as notice deemed given upon the earlier of (a) confirmation of receipt or (b) in the event that confirmation of receipt is not delivered, if such e-electronic mail is requested sent prior to 5:00 p.m., Eastern Time, on a business day, on such business day, and receivedif such electronic mail is sent on or after 5:00 p.m., Eastern Time, on a business day or sent not on a business day, the next business day) or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given upon receipt or proof of delivery), 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 17.01): If to UTCIAC, to: United Technologies Corporation 00 IAC/InterActiveCorp 500 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx00xx Xxxxxx Xxx Xxxx, Xxxxxxxxxxx XX 00000 Attention: [DirectorSenior Vice President, Taxes] Tax E-mail: [ ] Dxxxx.Xxxxx@xxx.xxx with a copy to: United Technologies Corporation 00 IAC/InterActiveCorp 500 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx00xx Xxxxxx Xxx Xxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] Kxxxxxx.Xxxxxxx@xxx.xxx If to CarrierSpinCo (prior to the Mandatory Exchange Effective Time), to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Vimeo, Inc. 500 Xxxx Xxxxx Xxxxxxx00xx Xxxxxx Xxx Xxxx, Xxxxxxx XX 00000 Attention: [DirectorSenior Vice President, Taxes] Tax E-mail: [ ] Dxxxx.Xxxxx@xxx.xxx with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Vimeo, Inc. 500 Xxxx Xxxxx Xxxxxxx00xx Xxxxxx Xxx Xxxx, Xxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel E-mail: [ ] Kxxxxxx.Xxxxxxx@xxx.xxx If to OtisSpinCo (from and after the Mandatory Exchange Effective Time), to: Vimeo, Inc. 500 Xxxx Worldwide Corporation 00xx Xxxxxx Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxx, Xxxxxxxxxxx XX 00000 Attention: [Senior Director, Taxes] Tax E-mail: [ ] hxxxxx.xxxx@xxxxx.xxx with a copy to: Vimeo, Inc. 500 Xxxx Worldwide Corporation 00xx Xxxxxx Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] General Counsel and Secretary E-mail: [ ] mxxxxxx@xxxxx.xxx A Party may, by notice to the other PartiesParty, change the address to which such notices are to be given or madegiven.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, 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 17.0117.02): If to UTCXPO, to: United Technologies Corporation 00 XPO Logistics, Inc. Five Xxxxxxxx Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxx 00000 Attention: Chief Financial Officer, Xxxx Xxxxxxx E-mail: [Director●] with a copy (which shall not constitute notice), Taxesto: Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx E-mail: xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx If to SpinCo (prior to the Effective Time), to: RXO, Inc. [●] [●] Attention: [●] E-mail: [ [●] with a copy (which shall not constitute notice), to: United Technologies Corporation 00 Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx E-mail: xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx If to SpinCo (from and after the Effective Time), to: RXO, Inc. [Chief Financial Officer][General Counsel●] [●] Attention: [●] E-mail: [ [●] If to Carrierwith a copy (which shall not constitute notice), to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [Director, Taxes] Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, 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 17.01): If to UTCXPO, to: United Technologies Corporation 00 XPO Logistics, Inc. Five Xxxxxxxx Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [DirectorDeputy Chief Financial Officer, Taxes] Xxxx Xxxxxxx E-mail: [ ] xxxx.xxxxxxx@xxx.xxx with a copy (which shall not constitute notice), to: United Technologies Corporation Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx Xxxxxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx00000 Attention: Xxxx X. Xxxxxxxx Xxxxxx Sapezhnikov E-mail: XXXxxxxxxx@xxxx.xxx XXxxxxxxxxxx@xxxx.xxx If to SpinCo (prior to the Effective Time), to: GXO Logistics, Inc. Xxx Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Legal Officer, Xxxxxx Xxxxxx E-mail: [ ] If to CarrierXxxxxx.Xxxxxx@xxx.xxx with a copy (which shall not constitute notice), to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Wachtell, Lipton, Xxxxx & Xxxx Xxxxx Xxxxxxx00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxxxxxx Xxx Xxxx 00000 Attention: [Director, Taxes] Xxxx X. Xxxxxxxx Xxxxxx Sapezhnikov E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] XXXxxxxxxx@xxxx.xxx XXxxxxxxxxxx@xxxx.xxx If to OtisSpinCo (from and after the Effective Time), to: GXO Logistics, Inc. Xxx Xxxxxxxx Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [DirectorChief Legal Officer, Taxes] Xxxxxx Xxxxxx E-mail: [ ] Xxxxxx.Xxxxxx@xxx.xxx with a copy (which shall not constitute notice), to: Wachtell, Lipton, Xxxxx & Xxxx Worldwide Corporation 00 Xxxx 00xx Xxxxxx Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxx, Xxxxxxxxxxx Xxx Xxxx 00000 Attention: [Chief Financial Officer][General Counsel] Xxxx X. Xxxxxxxx Xxxxxx Sapezhnikov E-mail: [ ] XXXxxxxxxx@xxxx.xxx XXxxxxxxxxxx@xxxx.xxx A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.

Addresses and Notices. All notices, requests, claims, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receiptwhen (i) delivered personally to the recipient, (ii) telecopied to the recipient with confirmation of delivery or delivered by delivery other form of electronic transmittal customarily used for such communication that permits retention of an electronic copy of such notice and verification of receipt (in person, each case with hard copy sent to the recipient by reputable overnight courier serviceservice (charges prepaid) that same day) if telecopied or so delivered electronically before 5:00 p.m. New York, by certified mailNew York time on a Business Day, return receipt requestedand otherwise on the next Business Day, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, iii) one (1) Business Day after being sent to the respective Parties at recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 17.01): such recipient set forth below: If to UTCthe Company: Kinross Cellulosic Ethanol LLC Xxx Xxxxxx Xxx Xxx Xxxxxxx, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxx 00000 Attention: Vice President – Alternative Energy Facsimile: (000) 000-0000 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [Director, Taxes***] E-mail: [ ] with DENOTES OMISSIONS. With a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx XxxxxxxxxxDiamond Alternative Energy, Xxxxxxxxxxx LLC Xxx Xxxxxx Xxx Xxx Xxxxxxx, Xxxxx 00000 Attention: [Chief Financial Officer][General Counsel] EVice President – Alternative Energy Facsimile: (000) 000-mail0000 With an additional copy to: [ ] Frontier Renewable Resources, LLC 000 X Xxxxx Xx Xxxxx 0 Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Facsimile: (000) 000-0000 If to Carrierthe Frontier Member and/or Mascoma, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Frontier Renewable Resources, LLC 000 X Xxxxx XxxxxxxXx Xxxxx 0 Xxxxxxxxx, Xxxxxxx Xxxxxxxx 00000 Attention: [Director, Taxes] EXxxxxxx X. Xxxxx Facsimile: (000) 000-mail: [ ] with 0000 With a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx X.X. Xxxxxxxx, L.L.C. 000 X Xxxxx XxxxxxxXx Xxxxx 0 Xxxxxxxxx, Xxxxxxx Xxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] EXxxxxxx X. Xxxxx Facsimile: (000) 000-mail: [ ] If to Otis, 0000 With an additional copy to: Mascoma Corporation 00 Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxx, Xxxxx Xxxxxxxxxx000 Xxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Director, Taxes] EChief Executive Officer Facsimile: (000) 000-mail: [ ] with 0000 With a copy to: Xxxx Worldwide Corporation Xxxxxxx Procter LLP Exchange Place Boston, MA 02109-2881 Attention: Xxxxx Xxxxxxx, Esq. Facsimile: (000) 000-0000 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. If to the Valero Member, Valero Services and/or VMSC, to: Diamond Alternative Energy, LLC Xxx Xxxxxxx Xxxxxx Xxx Xxx Xxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] EVice President – Alternative Energy Facsimile: (000) 000-mail0000 With a copy to: [ ] A Party mayValero Energy Corporation Xxx Xxxxxx Xxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000 If to JML, to: JML Heirs, LLC 000 X Xxxxx Xx Xxxxx 0 Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Facsimile: (000) 000-0000 or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the other Parties, change the address to which such notices are to be given or madesending party.

Addresses and Notices. All notices, requests, claims, demands or other communications under Any notice provided for in this Agreement shall will be in writing and shall will be given either personally delivered, or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, received by certified mail, return receipt requested, sent by reputable overnight courier service (charges prepaid) or facsimile or electronic mail to the Issuer at the address set forth below and to any other recipient and to any holder of Shares at such address as indicated by the Issuer’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally or sent by electronic mail (“e-mail”), so long as provided confirmation of receipt of such e-electronic mail is requested and received, received or such electronic mail is delivered during regular business hours on any Business Day to the respective Parties email addresses below and no bounce-back or error message is received by the sender), three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. If notice is given to the Issuer or to Xxxxxx, a copy shall be sent to such party 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 17.01): If set forth below: if to UTCthe Issuer, to: United Technologies Corporation 00 Xxxxxxx, Inc. 0000 X Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxx, Xxxxxxxxxxx Xxxx 00000 Attention: [Director, Taxes] E-mail: [ ] Chair of the Nominating and Corporate Governance Committee with a copy (which shall not constitute written notice) to: United Technologies Corporation 00 Xxxx Xxxxxx & Xxxxxxx Xxxx XxxxxxxxxxLLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If Xxxxxxx X. Xxxxxx if to CarrierXxxxxx, to: Carrier Global Corporation Xxxxxx Xxxxxx 0000 X Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000 with a copy (which shall not constitute written notice) to: Xxxxxx & Xxxxxxx Xxxxxxxxx Xxxx Xxxxx XxxxxxxLLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxxxxxx XX 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.X. Xxxxxx

Addresses and Notices. All notices, requests, claims, demands or and other communications to be given or delivered under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given (a) when personally delivered (or, if delivery is refused, upon presentment) or made upon receiptreceived by email (with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one Business Day following sending by delivery in person, by reputable overnight express courier service, (charges prepaid) or (c) three days following mailing by certified or registered mail, postage prepaid and return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties parties at the following addresses (or at such other address for a Party party as shall be as specified in a notice given in accordance with this Section 17.017.01): If if to UTCany TPG Party, to: United Technologies Corporation 00 c/o TPG Inc. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxx, Xxxxxxxxxxx XX 00000 Attention: [Director, Taxes] Office of General Counsel E-mail: [ xxxxxxxxxxxxxxxxxxxxxx@xxx.xxx with a copy to: Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: H. Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx Email: xxxxxx.xxxxx@xxxxxxxxx.xxx xxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx Email: Xxxxxx.Xxxxxxxxx@xxxx.xxx Xxxxx.Xxxxxxx@xxxx.xxx if to Investor, to: [Name of Investor] [Address] [Address] Attention: [name] Facsimile No.: [number] [E-mail: [address]] with a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.]

Addresses and Notices. All notices, requests, claims, demands or other communications under Any notice provided for in this Agreement shall will be in writing and shall will be given either personally delivered, sent by telecopier or made (and except as provided hereinby e-mail, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, sent by certified mail, return receipt requested, or sent by electronic mail reputable overnight courier service (“e-mail”)charges prepaid) at the addresses set forth below and to any other recipient and to any Partner at such address as indicated by the Partnership’s records, so long as confirmation of receipt or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. If a Series A Preferred Unitholder delivers a notice hereunder to any other party hereto, such notice shall copy each other Series A Preferred Unitholder to the extent each such other Series A Preferred Unitholder is not otherwise copied to or an addressee of such notice, and if any party hereto other than a Series A Preferred Unitholder delivers a notice hereunder to any Series A Preferred Unitholder, such notice shall copy each other Series A Preferred Unitholder to the extent each such other Series A Preferred Unitholder is not otherwise copied to or an addressee of such notice. Notices will be deemed to have been given hereunder when delivered personally or sent by telecopier or e-mail (provided, that confirmation of transmission is requested received), three (3) days after deposit in the U.S. mail and receivedone (1) day after deposit with a reputable overnight courier service. To the Partnership: Altus Midstream LP 0000 Xxxx Xxx Xxxx., 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 17.01): If to UTCXxxxx 000 Xxxxxxx, toXxxxx 00000 Attn: United Technologies Corporation 00 Xxxx Xxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] Xxx.Xxxxxxx@xxxxxxxxxx.xxx with a copy (which copy shall not constitute notice) to: United Technologies Apache Corporation 00 0000 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxx Xxxx., Xxxxxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 AttentionAttn: [Chief Financial Officer][General Counsel] Executive Vice President and General Counsel E-mail: [ ] If to Carrierxxxxxxx.xxxxxx@xxxxxxxxxx.xxx Telephone: (000) 000-0000 and Apache Corporation 0000 Xxxx Xxx Xxxx., to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, Xxxxxxx Xxxxx 00000 AttentionAttn: [DirectorXxxx Xxxxx, Taxes] Senior Legal Advisor E-mail: [ ] with a copy toxxxx.xxxxx@xxxxxxxxxx.xxx Telephone: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx (000) 000-0000 To the Corporation: Altus Midstream Company 0000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attn: Xxx Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, Xxx.Xxxxxxx@xxxxxxxxxx.xxx with a copy (which copy shall not constitute notice) to: Apache Corporation 0000 Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxx., Xxxxx Xxxxxxxxxx000 Xxxxxxx, Xxxxxxxxxxx Xxxxx 00000 AttentionAttn: [Director, Taxes] Executive Vice President and General Counsel E-mail: [ ] with a copy toxxxxxxx.xxxxxx@xxxxxxxxxx.xxx Telephone: (000) 000-0000 and Apache Corporation 0000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attn: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Senior Legal Advisor E-mail: [ ] A Party may, xxxx.xxxxx@xxxxxxxxxx.xxx Telephone: (000) 000-0000 To the Limited Partners at the addresses indicated on the signature pages hereto or such other addresses provided by notice to the other Parties, change applicable Limited Partner and shown on the address to which such notices are to be given or maderecords of the Partnership.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been be duly given when (a) delivered in person or made upon receipt(b) by delivery deposited in person, by overnight courier service, by certified the United States mail or private express mail, return receipt requestedpostage prepaid, or by electronic mail addressed as follows: If to DG: Digital Generation, Inc. 000 Xxxx Xxxx Xxxxxxxxx Freeway, Suite 700 Irving, TX 75039 Attention: Chief Financial Officer Facsimile: : (“e000) 000-mail”0000 with a copy (if prior to the Redemption Date), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as which shall be specified in a notice given in accordance with this Section 17.01): If to UTCnot constitute notice, to: United Technologies Corporation 00 Xxxx Xxxxxx & Xxxxxxx Xxxx LLP 000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxxxxx 00000 X.X. 00000-0000 Attention: [Director, Taxes] Xxxxxxx X. X’Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: [ ] xxxxxxx.o’xxxxx@xx.xxx with a copy (if after the Redemption Date), which shall not constitute notice, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxx Xxxxxx LLP 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Attention: [Xxxxxxx X. Xxxxxxx, Esq. Facsimile: (000) 000-0000 If to SpinCo, to: The New Online Company 000 Xxxx Xxxx Xxxxxxxxx Freeway, Suite 700 Irving, TX 75039 Attention: Chief Financial Officer][General Counsel] Officer Facsimile: (000) 000-0000 with a copy, which shall not constitute notice, to: Xxxxxx & Xxxxxxx LLP 000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, X.X. 00000-0000 Attention: Xxxxxxx X. X’Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A xxxxxxx.o’xxxxx@xx.xxx Either Party may, by notice to the other PartiesParty, change the address to which such notices are to be given or madeby delivery of notice in accordance with this Section 8.07.

Addresses and Notices. All notices, requests, claims, demands or other communications under Any notice provided for in this Agreement shall will be in writing and shall will be given or made (and except as provided hereina) personally delivered, shall be deemed to have been duly given or made upon receipt(b) by delivery in person, by overnight courier service, delivered by certified mail, return receipt requested, (c) sent by reputable overnight courier service (charges prepaid) or (d) sent by electronic mail (“e-mail”)email, so long as confirmation of receipt of such e-mail is requested and received, in each case to the respective Parties Company at the following addresses (address set forth below and to any other recipient and to any holder of Stockholder Shares at such address as indicated by the Company’s records, or at such address or to the attention of such other address for Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder (i) when delivered personally, (ii) one (1) Business Day after being sent by reputable overnight courier service, (iii) when received by the addressee (if sent by certified mail, return receipt requested) or (iv) when sent by email without notice of rejection. The addresses of the Company and the Sponsor Investor are: To the Company: Callodine MN Holdings, Inc. c/o Callodine Group, LLC Two International Place Suite 1830 Attention: Xxxxxx XxXxxxxxxx Email: XXxXxxxxxxx@Xxxxxxxxx.xxx and with a Party as copy (which shall be specified in a notice given in accordance with this Section 17.01): If to UTC, not constitute notice) to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Sidley Austin LLP 0000 X Xxxxxx, X.X. Xxxxxxxxxx, Xxxxxxxxxxx X.X. 00000 Attention: [Director, Taxes] Xxxxx Xxxxx E-mail: [ ] with a copy to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxxxxxxxx@xxxxxx.xxx Sidley Austin LLP 0000 Xxxxxx xx xxx Xxxxx, Xxxxxxxxxxx 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: [Chief Financial Officer][General Counsel] Xxxxxxx Xxxxxx E-mail: [ ] If to Carrierxxxxxxx@xxxxxx.xxx Sidley Austin LLP 00 Xxxxx Xxxxxx, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx 00xx Xxxxx XxxxxxxXxxxxx, Xxxxxxx XX 00000 Attention: [Director, Taxes] Xxxxxxxxx Xxxx Fries E-mail: [ ] xxxxxx@xxxxxx.xxx To the Sponsor Investor: Callodine Aggregator, LLC c/o Callodine Group, LLC Two International Place Suite 1830 Attention: Xxxxxx XxXxxxxxxx Email: XXxXxxxxxxx@Xxxxxxxxx.xxx and with a copy (which shall not constitute notice) to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx XxxxxxxSidley Austin LLP 0000 X Xxxxxx, Xxxxxxx X.X. Xxxxxxxxxx, X.X. 00000 Attention: [Chief Financial Officer][General Counsel] Xxxxx Xxxxx E-mail: [ ] If to Otisxxxxxx@xxxxxx.xxx Sidley Austin LLP 0000 Xxxxxx xx xxx Xxxxx, to: Xxxx Worldwide Corporation 00xx Xxxxx Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Director, Taxes] Xxxxxxx Xxxxxx E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx xxxxxxx@xxxxxx.xxx Sidley Austin LLP 00 Xxxxx XxxxxxxxxxXxxxxx, Xxxxxxxxxxx 00xx Xxxxx Xxxxxx, XX 00000 Attention: [Chief Financial Officer][General Counsel] Xxxxxxxxx Xxxx Fries E-mail: [ ] A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.xxxxxx@xxxxxx.xxx

Addresses and Notices. All noticesAny notice, requestsdemand, claims, demands request or other communications report required or permitted to be given or made to any party under this Agreement shall be in writing and shall be deemed given or made (and except as provided herein, shall be deemed to have been duly given when delivered in party or made upon receipt) when sent by delivery in person, by overnight courier service, by certified mail, return receipt requested, first class mail or by electronic mail other commercially reasonable means of written communication (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, including delivery by an internationally recognized courier service or by facsimile transmission) to the respective Parties party at the following addresses (or at such other party's address for a Party as shall be specified in a notice given in accordance with this Section 17.01): follows: If to UTCMINC: Motorola, to: United Technologies Corporation 00 Inc. 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000 Attention: [DirectorGeneral Counsel Telecopy: (000) 000-0000 with copies to: Motorola, Taxes] EInc. 0000 Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer and Chief Accounting Officer Telecopy: (000) 000-mail0000 and Motorola, Inc. 0000 Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: [ ] Senior Vice President, Director of Worldwide Tax, Corporate Finance Telecopy: (000) 000-0000 If to Propel: Propel, Inc. 000 Xxxxx Xxxxxxxxxx Xxxx 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Telecopy: (000) 000-0000 with a copy to: United Technologies Corporation 00 Propel, Inc. 000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxx Xxxx 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] EOfficer Telecopy: (000) 000-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] 0000 A Party may, party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Parties, change the address to which such notices are to be given or madeparties.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement TMA shall be in writing writing, together with a copy by electronic mail (which shall not constitute notice), and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or by registered or certified mailmail (postage prepaid, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, ) 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 17.01): If to UTCSYNNEX: SYNNEX Corporation 00000 Xxxxx Xxxxx Xxxxxxx, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Director, Taxes] E-mailGeneral Counsel Email: [ ] xxxxxx@xxxxxx.xxx with a copy to: United Technologies SYNNEX Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx00000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mailTax Email: [ ] xxxxxx@xxxxxx.xxx If to Carrier, toConcentrix: Carrier Global Concentrix Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000 AttentionAttn: [DirectorEVP, Taxes] E-mailLegal Email: [ ] xxxxx.xxxxxx@xxxxxxxxxx.xxx with a copy to: Carrier Global Concentrix Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx000 X. 0xx Xxxxxx Xxxxxxxxxx, Xxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mailTax Email: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] xxxxx.xxxxxxxx@xxxxxxxxxx.xxx A Party may, by notice to the other PartiesParty, change the address to which such notices are to be given or madegiven.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, 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 17.0117.02): If to UTCXPO, to: United Technologies Corporation 00 XPO Logistics, Inc. Five Xxxxxxxx Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [DirectorChief Financial Officer, Taxes] Xxxx Xxxxxxx E-mail: [ [email address] with a copy (which shall not constitute notice), to: United Technologies Corporation 00 If to XPO, to: Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx E-mail: [ ] xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx If to CarrierSpinCo (prior to the Effective Time), to: Carrier Global Corporation RXO, Inc. 00000 Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxx Xxxxx XxxxxxxXxxxxxxxx, Xxxxxxx XX 00000 Attention: [DirectorChief Legal Officer & Secretary, Taxes] Xxxx Xxxxxxxxx E-mail: [ [email address] with a copy (which shall not constitute notice), to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [Chief Financial Officer][General Counsel] Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx E-mail: [ ] xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx If to OtisSpinCo (from and after the Effective Time), to: RXO, Inc. 00000 X. Xxxxxxxxx Xxxxx Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [DirectorChief Legal Officer & Secretary, Taxes] Xxxx Xxxxxxxxx E-mail: [ [email address] with a copy (which shall not constitute notice), to: Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Worldwide Corporation Xxx 00000 If to XPO, to: Attention: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] X. Xxxxxx E-mail: [ ] xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxxxx.xxx A Party may, by notice to the other Parties, change the address to which such notices are to be given or made.

Addresses and Notices. All noticesAny notice, requestsconsent, claims, demands demand or other communications under communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be given (a) delivered personally to the Person or made to an officer of the Person (and except as provided hereindesignated by such Person to receive any such notice or, shall be deemed in the absence of such designation, any officer of such Person) to have been duly given or made upon receiptwhom the same is directed, (b) sent by delivery in person, by nationally recognized overnight courier service, by certified mail, return receipt requested, service (with tracking capability) or by electronic mail (“e-mail”), so long as confirmation of receipt of such c) via e-mail is requested and received, to the respective Parties at the following addresses addresses; provided that any email transmission is promptly confirmed by a responsive electronic communication by the recipient thereof or receipt is otherwise clearly evidenced (excluding out-of-office replies or at such other address for a Party as shall be specified automatically generated responses) or is followed up within one Business Day after email by dispatch pursuant to one of the methods described in a notice given in accordance with the foregoing clauses (a) and (b) of this Section 17.01): If 14.8: if to UTCthe Board or the Company, then to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 GreenBox Systems LLC [***] Attention: [Director, Taxes***] E-mailEmail Address: [ [***] with a copy (which shall not constitute notice) to: United Technologies Corporation 00 Xxxx Xxxxxxxx & Xxxxxxxx LLP Xxxx-Xxxxxxxxxx Building, 29th Floor 5-1, Marunouchi 1-Chome, Chiyoda-ku Tokyo, Japan 100-6529 Attn: Xxxxxxx Xxxx XxxxxxxxxxX. Xxxxxx Email: xxxxxxx@xxxx.xxx Xxxxxxxx & Xxxxxxxx LLP 0000 X Xxxxxx, Xxxxxxxxxxx 00000 AttentionXX Xxxxx 000 Washington, D.C. 20037 Attn: [Chief Financial Officer][General Counsel] EXxxxx X. Xxxxxxx Email: xxxxxxxx@xxxx.xxx Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxxx Xxxxxx San Francisco, CA 94105-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to2482 Attn: Xxxx Worldwide Corporation Xxx X. XxXxxxx; Xxxx X. Xxxxxxx Email: xxxxxxxx@xxxx.xxx; xxxxxxxx@xxxx.xxx Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx XxxxxxxxxxXxxxxx New York, Xxxxxxxxxxx 00000 AttentionNY 10004 Attn: [DirectorXxxxxx X. Xxxxxx Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxx Email: xxxxxxx@xxxxxxxx.xxx xxxxxxx@xxxxxxxx.xxx xxxxxxxx@xxxxxxxx.xxx if to any other Member, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxxthen to such Member at the address set forth on Schedule A, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A Party mayor in any case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the other Parties, change the address to which such notices are to be given or madesending party.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been be duly given when (a) delivered in person or made upon receipt(b) by delivery deposited in person, by overnight courier service, by certified the United States mail or private express mail, return receipt requestedpostage prepaid, or by electronic mail addressed as follows: If to DG: Digital Generation, Inc. 000 Xxxx Xxxx Xxxxxxxxx Freeway, Suite 700 Irving, TX 75039 Attention: Chief Financial Officer Facsimile: : (“e000) 000-mail”0000 with a copy (if prior to the Redemption Date), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as which shall be specified in a notice given in accordance with this Section 17.01): If to UTCnot constitute notice, to: United Technologies Corporation 00 Xxxx Xxxxxx & Xxxxxxx Xxxx LLP 000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxxxxx 00000 X.X. 00000-0000 Attention: [Director, Taxes] Xxxxxxx X. X’Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: [ ] xxxxxxx.o’xxxxx@xx.xxx with a copy (if after the Redemption Date), which shall not constitute notice, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxxx Xxxxxx LLP 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Attention: [Xxxxxxx X. Xxxxxxx, Esq. Facsimile: (000) 000-0000 If to SpinCo, to: Sizmek Inc. 000 Xxxx Xxxx Xxxxxxxxx Freeway, Suite 700 Irving, TX 75039 Attention: Chief Financial Officer][General Counsel] Officer Facsimile: (000) 000-0000 with a copy, which shall not constitute notice, to: Xxxxxx & Xxxxxxx LLP 000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, X.X. 00000-0000 Attention: Xxxxxxx X. X’Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: [ ] If to Carrier, to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Carrier Global Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] A xxxxxxx.o’xxxxx@xx.xxx Either Party may, by notice to the other PartiesParty, change the address to which such notices are to be given or madeby delivery of notice in accordance with this Section 8.07.

Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement TMA shall be in writing writing, together with a copy by electronic mail (which shall not constitute notice), and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or by registered or certified mailmail (postage prepaid, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, ) 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 17.01): If to UTCSYNNEX: SYNNEX Corporation 00000 Xxxxx Xxxxx Xxxxxxx, to: United Technologies Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Director, Taxes] E-mailGeneral Counsel Email: [ ] xxxxxx@xxxxxx.xxx with a copy to: United Technologies SYNNEX Corporation 00 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx00000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mailTax Email: [ ] xxxxxxxxxxxx@xxxxxx.xxx If to Carrier, toConcentrix: Carrier Global Concentrix Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000 AttentionAttn: [DirectorEVP, Taxes] E-mailLegal Email: [ ] xxxxx.xxxxxx@xxxxxxxxxx.xxx with a copy to: Carrier Global Concentrix Corporation 00000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx000 X. 0xx Xxxxxx Xxxxxxxxxx, Xxxxxxx XX 00000 Attention: [Chief Financial Officer][General Counsel] E-mailTax Email: [ ] If to Otis, to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Director, Taxes] E-mail: [ ] with a copy to: Xxxx Worldwide Corporation Xxx Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: [Chief Financial Officer][General Counsel] E-mail: [ ] xxxxx.xxxxxxxx@xxxxxxxxxx.xxx A Party may, by notice to the other PartiesParty, change the address to which such notices are to be given given. Assignability . This TMA shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns; provided, that neither Party nor any such party thereto may assign its rights or madedelegate its obligations under this TMA without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this TMA and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this TMA and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Waiver . Waiver by a Party of any default by the other Party of any provision of this TMA shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this TMA shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege. Severability . If any provision of this TMA or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.