Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in Section 6 (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to Section 6 (Mutual Release of Claims).

Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Additional Transfers. For purposes of this Lease, subject to Section 14.8 the term " XE "Transfer" Transfer" shall also include # if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and # if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), # the dissolution, merger, consolidation or other reorganization of Tenant or # the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or # the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement or on Exhibit A hereto are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

Additional Documents. The Administrative Agent shall have received each additional document, instrument, legal opinion or other item reasonably requested by it in accordance with and required to be delivered by the terms of this Agreement.

Any sums expended by [[Organization B:Organization]] or any [[Organization C:Organization]] due to any Loan Party's failure to perform or comply with its obligations under this Agreement or any Other Document including any Loan Party's obligations under [Sections 3.5, 4.2, 4.4, 4.10, 4.12, 4.13, 4.14 and 6.13]3]3]3]3]3]3]3] hereof, may be charged to [[Organization A:Organization]]' Account as a Revolving A Advance and added to the Obligations.

Additional Subsidiaries. Within thirty (30) days after the acquisition or formation of any Subsidiary (or such longer period as may be agreed to in writing by the [[Organization B:Organization]]):

Furnish [[Organization B:Organization]] with such additional information in the possession of the [[Organization A:Organization]] or their professional advisors as [[Organization B:Organization]] shall reasonably request in order to enable [[Organization B:Organization]] to determine whether the terms, covenants, provisions and conditions of this Agreement, the Notes and any Other Document have been complied with by the Loan Parties including, without the necessity of any request by [[Organization B:Organization]], # copies of all environmental audits and reviews, # at least thirty (30) days prior thereto, notice of any Loan Party's opening of any new office or place of business or any Loan Party's closing of any existing office or place of business, and # promptly upon any Loan Party's learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound which could reasonably be expected to have a Material Adverse Effect.

Execute and deliver to [[Organization B:Organization]], within ten (10) days of being requested to do so, such additional documents and agreements as [[Organization B:Organization]] may from time to time reasonably request to carry out the purposes, terms or conditions of this Agreement.

As additional consideration for all of the LLC Interests, at such times as provided in Section 2.1(c)(v), ​ (or, at the direction of ​, the ​) shall pay to Seller, with respect to each Calculation Period within the Earnout Period for which EBITDA exceeds the applicable EBITDA Threshold, an amount (each, an “Earnout Payment”), if any, equal to the product of # an amount equal to # EBITDA for such Calculation Period, minus # the CapEx Allowance for such Calculation Period; multiplied by # fifty percent (50%); provided, however, that in no event shall ​ be obligated to pay Earnout Payments to Seller in excess of $26,500,000 in the aggregate for all Calculation Periods during the Earnout Period. If EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earnout Payment shall be due for such Calculation Period.