Breach of Certain Covenants. Failure of any Note Party to perform or comply with any term or condition contained in # [Section 5.1(a), (b), (c), (d), (f), (g), (i), (j), (l), (p), (q) and (r)])])])])])])])])])])])], Section 5.2, Section 5.3, Section 5.5, Section 5.7, [Section 5.8], [Section 5.9], [Section 5.10], [Section 5.11], [Section 5.14], [Section 5.15], or Section 6 or # all other subclauses in Section 5.1 not referred to in [clause (i) above], Section 5.4 and Section 5.6, and, in the case of this clause (ii), such failure shall continue unremedied for a period of five (5) or more days after the earlier of # receipt by Company of notice from any Purchaser of such default and # an Responsible Officer of Company becoming aware of such failure; or

Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in [clause (a), (b) or (c) of Section 7.1] (and such default or compliance remains uncured for a period of five (5) Business Days), [Section 7.1(h)], [Section 7.2(a), 7.6, 7.9 or 7.15]5]5], or Article 8.

Breach of Certain Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 8.1 [Preservation of Existence, etc.] (only as such section refers to the maintenance of existence of the Borrower and/or the REIT Guarantor), Section 8.12 [Reporting Requirements], [clauses (a), (b), (j) or (k) of Section 8.13] [Certificates; Notices; Additional Information], or Article 9 [Negative Covenants]; or

Breach of Certain Covenants. The Borrower shall fail to perform or observe any term, covenant or agreement contained in [Section 2.14, 5.01(e)])] (only with respect to the Borrower or the Parent Guarantor), (i), (o), (p) or (q), 5.02, 5.03 or 5.04; or

(A) Failure to observe, perform or comply with any term or condition contained in Section 7.1, Section 7.3, Section 7.6, [Section 7.8], Section 7.13, Section 7.14 or Section 8 hereof; or

Certain Covenants. The Company covenants that all Common Stock that may be issued upon conversion of Notes shall be issued in book-entry format, shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Purchaser or due to a change in registered owner). The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Certain Covenants. Any Credit Party defaults in the performance or observance of any covenant contained in [Sections 5.4, 9.1(b) through 9.1(g)] inclusive, 9.1(m), 9.1(n), 9.1(o), 9.1(q)(iii), 9.1(t), 9.1(w), 9.1(x), 9.2(a) through 9.2(d) inclusive, 9.2(e)(i), 9.2(f), 9.2(g), 9.2(i), 9.2(j), 9.2(l), 9.2(n), 9.2(o), 9.2(p), 9.2(q), 9.2(s), 9.2(u) and Section 4 of the Guaranty (solely with respect to the subsections of the September 2018 Guaranty (as defined in the Guaranty) which trigger an “Event of Default” under [Section 8.1(f)] of the September 2018 Credit Agreement (as defined in the Guaranty)); or (g) Covenants. One or more of the Security Parties default in the performance of any term, covenant or agreement contained in this Agreement or in the other Transaction Documents, or in any other instrument, document or other agreement delivered in connection herewith or therewith, in each case other than an Event of Default referred to elsewhere in this [Section 8.1], and such default continues unremedied for a period of fourteen (14) days after the earlier of # actual knowledge thereof by an officer, director or manager of the Security Parties or # the Security Parties having been notified by the Administrative Agent, in each case other than an Event of Default referred to elsewhere in this [Section 8.1]; or

Any Borrower or any other Loan Party shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of ten (10) Business Days after any officer of any Borrower becomes aware of the occurrence thereof;

Breach of Restrictive Covenants. Employee acknowledges and agrees that any breach by Employee of the restrictions set forth in Article 5 and Article 7 shall be considered a material breach of this Agreement entitling Ceridian to seek damages and pursue any additional rights or remedies as may be available to it at law or in equity.

Breach of Restrictive Covenants. The Executive acknowledges that this Agreement is designed and intended only to protect the legitimate business interests of the Company and that the restrictions imposed by this Agreement are necessary, fair and reasonably designed to protect those interests. The Executive further acknowledges that the Company has given him or her access to certain Confidential Information, and that the use of such Confidential Information by him or her on behalf of some other entity (including himself or herself) would cause irreparable harm to the Company. The Executive also acknowledges that the Company has invested considerable time and resources in developing its relationships with its customers and in training Company employees, the loss of which similarly would cause irreparable harm to the Company. Without limitation, the Executive agrees that if he or she should breach or threaten to breach any of the restrictive covenants contained in Section 4 of this Agreement, the Company may, in addition to seeking other available remedies (including but in no way limited to the Company’s rights under this Agreement), apply, consistent with Section 10.6 below, for the immediate entry of an injunction restraining any actual or threatened breaches or violations of said provisions or terms by the Executive. Further, if, for any reason, any of the restrictive covenants or related provisions contained in Section 4 of this Agreement should be held invalid or otherwise unenforceable, it is agreed the court shall construe the pertinent section(s) or provision(s) so as to allow its enforcement to the maximum extent permitted by Applicable Law. The Executive further agrees that any claimed Company breach of this Agreement shall not prevent, or otherwise be a defense against, the enforcement of any restrictive covenant or other Executive obligation herein.