Condition to Payment. Payment of any amount of severance under this Agreement in excess of any minimum required by the Employment Standards Act is conditional upon execution by the Employee of a release of all claims, satisfactory to the Company.

Condition to Payment. All payments and benefits due to Executive under this [Section 7] which are not otherwise required by law shall be contingent upon # delivery by Executive (or Executive’s beneficiary or estate), within 60 days of the effective date of termination, of an irrevocable separation agreement in such form as determined by ​ in its sole discretion, including a general release of all claims to the maximum extent permitted by law against ​, its affiliates and its and their current and former stockholders, directors, employees and agents (in substantially the form attached as [Exhibit A]) and # compliance by Executive with his obligations under any stockholder, restricted stock or other agreement to which ​ and Executive are a party; and further provided that if the 60 day period in [clause (i)] spans two calendar years, then no payment shall begin prior to January 1 of such second calendar year.

Condition of Payment. In consideration of payment of supplemental retirement benefits under the Program, whether in the form of a lump-sum payment or installment payments, the Participant or retiree Recipient shall not engage in competition (as defined in [Section 7.02]) with the Company at any time during the five (5) year period after the date of Termination of Employment with the Company; provided, however, that this [Section 7.01] shall not apply to a Participant following his or her Termination of Employment if such Termination of Employment occurs after

Environmental Condition. Except as set forth on [Schedule 4.11] to this Agreement, # to Parent and each Borrower’s knowledge, none of Parent’s or any of its Restricted Subsidiaries’ properties or assets has ever been used by Parent, any of its Subsidiaries, or previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # to Parent and each Borrower’s knowledge, after due inquiry, none of Parent’s or any of its Restricted Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # neither Parent nor any of its Restricted Subsidiaries has received written notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Parent or any of its Restricted Subsidiaries, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and # neither Parent nor any of its Restricted Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

Environmental Condition. Except as set forth on [Schedule 4.12], # to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of,

Condition Precedent. This Agreement shall become effective upon receipt by the Domestic Administrative Agent of executed counterparts of this Agreement properly executed by a Responsible Officer of each Credit Party, each Administrative Agent, each L/C Issuer, each Swing Line Lender, and each Lender.

Release Condition. Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of the Severance Benefit, the Pro-Rata Bonus, and the Benefit Continuation, the Employee must # execute a general release agreement in favor of the Company and its affiliates in such form as is acceptable to the Company within the 60-day period following the Qualifying Termination of Employment (but prior to the payment of the Severance Benefit) and # not timely revoke the general release agreement during any revocation period ending prior to the 60-day period pursuant to the terms of the general release agreement. If the Employee fails to satisfy the release condition set forth in this [Section 1(b)], the Employee shall be required to repay the Company, in cash, within five (5) business days after written demand made therefor by the Company, an amount equal to the Severance Benefit, Pro-Rata Bonus, and Benefit Continuation previously received by the Employee.

The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P. present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

Condition Precedent. Notwithstanding anything to the contrary contained in this First Amendment, Tenant and Landlord acknowledge and agree that the effectiveness of this First Amendment shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord and Omniox shall have entered into a lease amendment to the Omniox Lease on or before ​, pursuant to which Omniox agrees to surrender the Expansion Premises and lease an alternate premises in the Building from Landlord (“Substitute Premises”), which lease amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. (For the avoidance of any doubt, the Substitute Premises referred to in the immediately preceding sentence is the same “Omniox Premises” referred to in [Section 2] of the Lease (as amended pursuant to [Section 9] above)). In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this First Amendment upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied.