Breach of Covenants. The Company agrees that if the Company breaches any of the covenants set forth in this [Section 4], and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under [Section 3.4] of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the Buyer, until such breach is cured, or with respect to [Section 4(d)] above, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or shares of Common Stock, at the option of the Buyer, upon each violation of such provision. If the Company elects to pay the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Waiver of Breach. Any waiver by a Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or any subsequent breach.

Waiver of Breach. The waiver by the ​ of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver by the ​ of any subsequent breach of the same or other provision hereof.

Breach by Employee. The Company's obligations to the Employee after the Effective Date are contingent on Employee fulfilling his obligations under this Agreement. If the Employee commits any material breach of this Agreement, the Company shall have the right to immediately cancel its obligations under this Agreement, and the Employee will be required to reimburse the Company for any and all compensation and benefits (other than those already vested) paid as consideration under the terms of this Agreement, except to the extent that such reimbursement is prohibited by law or would result in the invalidation of the release in [Section 7] above. In the event such breach is established after arbitration in accordance with Company ADR, the Employee shall indemnify and hold Company harmless from any loss, claim or damages, including without limitation all reasonable attorneys' fees, costs and expenses incurred in enforcing its rights under this Agreement.

Effect of Breach. The Executive recognizes and agrees that the compensation and benefits offered to him hereunder are in consideration for the Executive’s full and complete compliance with the covenants and provisions of this Agreement. Accordingly, the Executive agrees that if he violates this Agreement, including but not limited to the terms of [Sections 8 through 13], the Company may immediately terminate payment of further compensation or benefits otherwise owed to the Executive hereunder, and may recover the full value of any such compensation and benefits already provided to the Executive to the maximum extent permitted by law. Executive acknowledges that a breach of any of the covenants continued in [Sections 8 through 13] of this Agreement could result in irreparable injury to the Company for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or preliminary injunction and a permanent injunction restraining Executive from engaging in any activities prohibited by [Sections 8 through 13] herein or such other equitable relief as may be required to enforce specifically any covenants of [Sections 8 through 13]. In the event of such a breach, the Company shall be entitled to recover from Executive all reasonable attorneys’ fees and costs incurred by it in connection with such breach. Additionally, if Executive violates [Section 10] of this Agreement, the temporal period applicable to that Section shall be extended by the period of time during which such violation occurred. Any event of a breach by the Executive will not affect the release set forth in [Section 5] above or the Executive’s continuing obligations under this Agreement.

Remedy for Breach. Executive acknowledges and agrees that Executive’s breach of this Agreement would cause McDonald’s irreparable harm for which there is no adequate remedy at law. Accordingly, in the event of any threatened or actual breach of this Agreement, McDonald’s shall be entitled, in addition to any and all other remedies available at law ( including without limitation recovery of damages), to enforce this Agreement by injunctive relief and by any other appropriate equitable relief in a court of competent jurisdiction. The Executive hereby consents to the issuance of injunctive relief and agrees that McDonald’s will neither be required to provide a bond or other security as a condition for such relief nor will have any liability if the relief is denied, modified, or vacated. Neither the right to obtain such relief nor the obtaining of that relief shall preclude McDonald’s from any other remedy or relief, whether at law, in equity, or otherwise, including an award of damages. The Executive agrees that the duration of the restrictions in this Agreement will be extended by the amount of time in which the Executive is in violation of any of the restrictive covenants in this Agreement. Should Executive breach this Agreement, Executive agrees to indemnify McDonald’s for all damages incurred to enforce it, including attorney fees. The right of either party to require strict performance by the other shall not be affected by any previous waiver, forbearance, or course of dealing.

Breach of Covenants. If the Company breaches any of the covenants set forth in this [Section 4], and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

Agreement. The Administrative Agent (or its counsel) shall have received a counterpart of this Agreement (which may include facsimile transmission or electronic mail transmission of a signed signature page of this Agreement) that, when taken together, bear the signatures of each Borrower and each Lender.

Agreement. This Agreement evidences the award to the Participant of the cash amount set forth above. This Cash Award is the right to receive the amount of cash reflected above as described in [Section 4] of the Agreement. The Agreement and the Cash Award shall be subject to the following terms and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by the Participant from the office of the Secretary of Adtalem or from the stock administrator’s website.

Agreement. Notwithstanding any other provision of this Plan and as a condition to becoming entitled to receive Payments, the Company may require the Officer to enter into a severance agreement prior to or after the Employment Severance Date. Such severance agreement will incorporate the Release and may, # modify the terms of any then-effective agreement between the Officer and the Company; or # include all provisions necessary to implement the terms of the Plan. Such agreement may include Post-Employment Covenants, the Company’s right to seek an injunction, forfeit future Payments, and require repayment of Payments made, and any other provisions deemed appropriate by the Company in its sole discretion.