Common use of 3Notices Clause in Contracts

3Notices. (a) Each party giving notice or making any request, demand or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and must use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: (i) personal delivery, (ii) registered or certified mail, in each case, return receipt requested and postage prepaid; (iii) nationally recognized overnight courier, with all fees prepaid; (iv) facsimile or (v) e-mail. (b) A Notice is effective only if the party giving or making the Notice has complied with this Section 13.3 and if the addressee has received the Notice. A Notice is deemed received as follows: (i) If a Notice is delivered in person, or sent by registered or certified mail, or nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt. (ii) If a Notice is sent by facsimile, upon receipt by the party giving or making the Notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the addressee’s facsimile number. (iii) If a Notice is sent by e-mail, one hour after such e-mail is confirmed sent by the e-mail program used by the sender, provided that the recipient acknowledges receipt of such e-mail or the party sending such e-mail provides such Notice in another manner permissible under this subsection (b). (iv) If the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon the rejection, refusal or inability to deliver. (v) Despite the other clauses of this subsection (b), if any Notice is received after 5 P.M. on a Business Day where the addressee is located, or on a day that is not a Business Day where the addressee is located, then the Notice is deemed received at 9:00 A.M. on the next Business Day where the addressee is located. (c) Each party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another addressee at another address designated by the party in a Notice pursuant to this section: (i) if to Borrower or any other Loan Party: c/o RSE Markets, Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxxxx Xxxxx, CEO Email: Xxxxx@xxxxxxx.xxx with a copy to (which shall not constitute notice) Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx (ii) if to Agent: Upper90 Capital Management, LP 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx Email: Xxxx@xxxxx00.xx with a copy to: Winston & Xxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X Xxxxx; Xxxx Xxxxxx Email: xxxxxx@xxxxxxx.xxx; xxxxxxx@xxxxxxx.xxx (iii) if to a Lender, to such Lender’s address set forth on Appendices 13.3 or in any joinder to this Agreement executed by such Lender.

3Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and (a) Each when served by personal delivery upon the party giving notice or making any request, demand or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and must use one of the following methods of delivery, each of which for purposes of this Agreement whom it is a writing: (i) personal deliveryintended, (iib) registered or certified mail, in each caseone (1) Business Day following the day sent by overnight courier, return receipt requested and postage prepaid; requested, (iiic) nationally recognized overnight courier, with all fees prepaid; (iv) facsimile or (v) e-mail. (b) A Notice is effective only if the party giving or making the Notice has complied with this Section 13.3 and if the addressee has received the Notice. A Notice is deemed received as follows: (i) If a Notice is delivered in person, or sent by registered or certified mail, or nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt. (ii) If a Notice is when sent by facsimile, upon receipt by the party giving or making the Notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating provided that the facsimile was sent in its entirety to the addressee’s facsimile number. is promptly confirmed by telephone confirmation thereof, or (iiid) If a Notice is when sent by e-mail, one hour after provided, that a copy of the same notice or other communication sent by email is also sent by overnight courier, return receipt requested, on the same day as such email is sent, in each case to the person at the address, facsimile number or e-mail is confirmed sent by the address set forth below, or such other address, facsimile number or e-mail program used address as may be designated in writing hereafter, in the same manner, by the sendersuch person: C-13 If to Agent, provided that the recipient acknowledges receipt to: [Insert name of such e-mail Agent] [Insert address of Agent’s principal place of business] Attention: President or the Legal Director [If to Importer, to: [Insert name of Importer] [Insert address of Importer’s principal place of business] Attention: President or Legal Director] If to Principal, to: [Insert name of Principal] [Insert address of Principal’s principal place of business] Attention: President or Legal Director Section 9.4Assignment. No party sending such e-mail provides such Notice in another manner permissible to this Agreement may assign or delegate any of its rights or obligations under this subsection (b). (iv) If Agreement without the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because prior written consent of a change in address for which no Notice was given, then upon the rejection, refusal or inability to deliver. (v) Despite the other clauses of this subsection (b), if any Notice is received after 5 P.M. on a Business Day where the addressee is located, or on a day that is not a Business Day where the addressee is located, then the Notice is deemed received at 9:00 A.M. on the next Business Day where the addressee is located. (c) Each party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another addressee at another address designated by the party in a Notice pursuant to this section: (i) if to Borrower or any other Loan Party: c/o RSE Markets, Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxxxx Xxxxx, CEO Email: Xxxxx@xxxxxxx.xxx with a copy to hereto (which shall not constitute noticebe unreasonably withheld, delayed or conditioned); provided that (a) Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxeither party may assign or delegate any of its rights or obligations hereunder to an affiliate of such party without any such consent from the other party and (b) Principal may, LLP 000 X. 00xx Xxxxxxsubject to Section 10.3(b) of the Purchase Agreement, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx (ii) if assign or delegate any of its rights or obligations hereunder to Agent: Upper90 Capital Management, LP 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx Email: Xxxx@xxxxx00.xx with a copy to: Winston & Xxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X Xxxxx; Xxxx Xxxxxx Email: xxxxxx@xxxxxxx.xxx; xxxxxxx@xxxxxxx.xxx (iii) if any third party which acquires or succeeds to a Lender, all or substantially all of the assets of the business of Principal and its affiliates to such Lender’s address set forth on Appendices 13.3 or in any joinder to which this Agreement executed by such Lenderrelates. For purposes of this Agreement, a change of control of a party shall be deemed an assignment of this Agreement. In the event of a permitted assignment, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Any attempted assignment that contravenes the terms of this Agreement shall be void ab initio and of no force or effect.

3Notices. (a) Each party giving Any notice required or making any request, demand or other communication (each, a “Notice”) permitted to be given by the Parties pursuant to this Agreement must give the Notice shall be in writing and must use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: shall be (i) personal deliverydelivered by hand, (ii) registered or certified maildelivered by overnight courier with tracking capabilities, in each case, return receipt requested and postage prepaid; (iii) nationally recognized overnight couriermailed postage prepaid by first class, with all fees prepaid; (iv) facsimile or (v) e-mail. (b) A Notice is effective only if the party giving or making the Notice has complied with this Section 13.3 and if the addressee has received the Notice. A Notice is deemed received as follows: (i) If a Notice is delivered in person, or sent by registered or certified mail, or nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt. (ii) If a Notice is sent by facsimile, upon receipt by the party giving or making the Notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the addressee’s facsimile number. (iii) If a Notice is sent by e-mail, one hour after such e-mail is confirmed sent by the e-mail program used by the sender, provided that the recipient acknowledges receipt of such e-mail or the party sending such e-mail provides such Notice in another manner permissible under this subsection (b). (iv) If transmitted by facsimile or electronic mail, in either case (facsimile or electronic mail) with receipt confirmed by the Addressee rejects recipient or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of followed by a change confirmation copy by mail as provided in address for which no Notice was given, then upon the rejection, refusal or inability to deliver. (v) Despite the other clauses of this subsection (biii), if any Notice is received after 5 P.M. on a Business Day where the addressee is located, or on a day that is not a Business Day where the addressee is located, then the Notice is deemed received at 9:00 A.M. on the next Business Day where the addressee is located. and in each case (c) Each party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another addressee at another address designated by the party in a Notice pursuant to this section: clauses (i) if through (iv)) addressed to Borrower or any other Loan Partythe recipient Party as set forth below, unless changed by notice so given: c/o RSE Markets, Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Nestec Ltd. Avenue Xxxxxx 00 0000 Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxxx Attention: Xxxxxxxxxxx XxxxxGeneral Counsel, CEO Email: Xxxxx@xxxxxxx.xxx with a copy to (which shall not constitute notice) Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxxNestlé Health Science (ii) if to Agent: Upper90 Capital Management, LP 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx Email: Xxxx@xxxxx00.xx with a copy to: Winston & Xxxxx Xxxxx LLP 0000 Xxxxxx LLP 000 Xxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxx Reb X. Xxxxxxx If to Aimmune: Aimmune Therapeutics, Inc. 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: General Counsel with a copy to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxx X Menlo Park, CA 94025 Attention: Xxxxxxx Xxxxxx Xxxxxx Xxxxx; Xxxx Xxxxxx Email: xxxxxx@xxxxxxx.xxx; xxxxxxx@xxxxxxx.xxx (iiiA) if with respect to a Lenderany notice delivered pursuant to clauses (i) or (iv), such notice shall be deemed effective upon submission to such Lender’s other Party, (B) with respect to any notice delivered pursuant to clause (ii), such notice shall be deemed effective the Business Day following the date of submission to the carrier, and (C) with respect to any notice delivered pursuant to clause (iii), such notice shall be deemed effective five (5) Business Days after the earlier of (x) confirmation of receipt by the recipient or (y) the date of submission of such facsimile or electronic mail, as applicable. A Party may add, delete, or change the person or address set forth on Appendices 13.3 or to whom notices should be sent at any time upon written notice delivered to the other Party in any joinder to accordance with this Agreement executed by such LenderSection 9.3.

3Notices. (a) Each party Party giving any notice or making any request, demand demand, reply, advice, or other communication provided for or permitted by this Agreement (each, a “Notice”) pursuant to this Agreement must will give the Notice in writing and must will use one of the following methods of delivery:  hand delivery to an authorized agent of the other Party;  USPS Certified Mail™ with Return Receipt, each of which for purposes of this Agreement is a writing: (i) personal delivery, (ii) registered or certified mail, in each case, return receipt requested and postage prepaid, and addressed to the other Party as set forth in this Section 7.3; (iii) nationally or  a nationally-recognized overnight courierdelivery service, with all fees prepaid; (iv) facsimile or (v) e-mail, and addressed to the other Party as set forth in this Section 7.3. (b) A Except as provided elsewhere in this Agreement, a Notice is effective only if the party Party making or giving or making the Notice has complied with this Section 13.3 7.3(a) and only if the addressee other Party (“Addressee”) has received the Notice. A Notice is deemed to have been received as follows: (i) If a :  if Notice is delivered in person, or sent by registered or certified mail, USPS Certified Mail or nationally recognized overnight courierdelivery service, upon receipt as indicated by the date and time on the signed receipt. (ii) If a Notice is sent by facsimile, upon receipt by the party giving or making the Notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the addressee’s facsimile number. (iii) If a Notice is sent by e-mail, one hour after such e-mail is confirmed sent by the e-mail program used by the sender, provided that the recipient acknowledges receipt of such e-mail or the party sending such e-mail provides such Notice in another manner permissible under this subsection (b). (iv) If ;  if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address or fax for which no Notice was given, then upon the rejection, refusal refusal, or inability to deliver. (v) Despite ;  notwithstanding the other clauses of this subsection (b)foregoing, if any Notice is received after 5 P.M. 5:00 p.m. on a Business Day business day where the addressee Addressee is located, or on a day that is not a Business Day business day where the addressee Addressee is located, then the Notice is will be deemed received at 9:00 A.M. a.m. on the next Business Day business day where the addressee Addressee is located. (c) Each party giving a The addresses and fax numbers of the Parties for Notice shall address the purposes will, until changed upon five days’ Notice to the appropriate Person at the receiving party at the address listed below or to another addressee at another address designated by the party in a Notice other Party pursuant to this section: (i) if to Borrower or any other Loan PartySection 7.3, be as follows: c/o RSE Markets, Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionSeller: Xxxxxxxxxxx Xxxxx, CEO Email[_______] [______________] [______________] [______________] Buyer: Xxxxx@xxxxxxx.xxx with a copy to (which shall not constitute notice) Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx (ii) if to Agent: Upper90 Capital Management, LP 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx Email: Xxxx@xxxxx00.xx with [______________] [______________] [______________] [______________] With a copy to: Winston & Xxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention[________________] If to Escrow Agent: Xxxx X Xxxxx; Xxxx Xxxxxx Email: xxxxxx@xxxxxxx.xxx; xxxxxxx@xxxxxxx.xxx (iii) if to a Lender, to such Lender’s address set forth on Appendices 13.3 or in any joinder to this Agreement executed by such Lender.[______________] [______________] [______________] [______________]