Performance of Material Obligations. The [[Organization A:Organization]] will, and will cause each of its Subsidiaries to, perform and observe each contractual, legal and other obligation binding upon the [[Organization A:Organization]] or such Subsidiary, as the case may be, except where the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

You hereby reaffirm and acknowledge your post-termination obligations under the applicable Agreements for the Protection of Company Interests that you accepted in connection with your acceptance of your long-term incentive awards in and after 2020, and the Terms and Conditions of those awards (the form of the applicable Agreement for Protection of Company Interests is attached as Attachment 2) (such Agreements for the Protection of Company Interests, the “APCI”), and you agree that such obligations (including, without limitation, non-competition and non-solicitation obligations) are incorporated herein and shall continue following the termination of your employment under this Agreement, as amended by [subsection 9b] of this Agreement.

Breach. The Executive agrees that in the event of breach of this agreement, the Company shall be entitled equitable relief as decided appropriate in a competent Court of Law, without the necessity of posting any bond or proving any actual damage, in addition to all other rights and remedies which may be available to the Company from time to time

Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, shall entitle the Company Group immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

Breach. Once one party breach any provision in this Agreement, another party may obtain payment for the work performed and damages to be caused, direct and indirect.

Breach. You further acknowledge that if you breach any provision of paragraphs 8, 9 or 10 above, the Company will be irreparably harmed as a matter of law and will be entitled to immediate injunctive relief without the necessity of showing any actual damages or that money damages would not be an adequate remedy, and without the necessity of posting any bond or other security, plus its reasonable attorneys’ fees and any other litigation costs incurred in enforcing such provision.

Breach. Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

Breach. Executive acknowledges that the restrictions contained in this Agreement are fair, reasonable, and necessary for the protection of the legitimate business interests of the Company, that the Company will suffer irreparable harm in the event of any actual or threatened breach by Executive, and that it is difficult to measure in money the damages which will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations under this Section 6. Accordingly, if the Company or any of its subsidiaries or Affiliates institutes any action or proceeding to enforce their rights under this Section 6, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company or its Affiliates has an adequate remedy at law, Executive shall not claim that any such remedy at law exists, and Executive consents to the entry of a restraining order, preliminary injunction, or other preliminary, provisional, or permanent court order to enforce this Agreement, and expressly waives any security that might otherwise be required in connection with such relief. Executive also agrees that any request for such relief by the Company shall be in addition and without prejudice to any claim for monetary damages and/or other relief which the Company might elect to assert. In the event Executive violates any provision of this Section 6. In the event Executive violates any provision of this Section 6, and the Company is the completely prevailing party in such action, the Company shall be entitled to recover all costs and expenses of enforcement, including reasonable attorneys’ fees, and the time periods set forth above shall be extended for the period of time Executive remains in violation of the provisions. Conversely, in the event that Executive is the completely prevailing party in any action brought by the Company with respect to this Section 6, then Executive shall be entitled to recover all costs and expenses of defense, including reasonable attorneys’ fees and shall thereafter be relieved of all restrictions contained in this Section 6. In the event any provision of this Section is found to be unenforceable by a court of competent jurisdiction it is agreed the remaining and other provisions shall be enforced and the provision so found unenforceable shall be reformed so as to be enforceable to the maximum extent allowed by law.

If the Employee is in material breach of obligations according to this Employment Contract and the instructions given from time to time by the Company and breach has not been rectified within thirty (30) after receipt of written notice of the breach: the Employer has the right to terminate this agreement with thirty (30) days period of notice.

a material and willful breach by USPB of any of its obligations to CEO under this Agreement.