Discharge of Loan. The parties hereby agree that in full and final discharge of the Loan, the Company shall issue to Lender a total of 19,511,800 shares of common stock of the Company (“Common Stock”) (with an approximate effective value of ​ per share). The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock. Accordingly, upon receipt of such Common Stock, Lender and Ong, jointly and severally, hereby forever waive and discharge any and all claims, demands and actions with respect to the Loan, including accrued and unpaid interest thereon.

Subject to certain conditions set forth in the Indenture, the Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or, in certain cases, U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company from all further obligations under the Plan with respect to the participant.

Discharge of Liability Any payment made in accordance with the foregoing provisions of this [Section 5.7] shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

You will release and discharge Emerson and its respective Directors, officers, employees and agents from any and all claims or liability of whatever nature and will execute on your Retirement Date the Release Agreement attached hereto as [Exhibit A]. If the Release Agreement attached as [Exhibit A] is not executed by you, this Agreement shall be null and void. You also agree that no benefits or other compensation described in this Agreement shall be paid or provided to you until expiration of the seven-day revocation period set forth in Paragraph 3(e) of the Release Agreement.

Discharge of Obligations. The acceptance of the Deed by ​ shall be deemed to be a full performance and discharge of every representation and warranty made by ​ herein and every agreement and obligation on the part of ​ to be performed pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.

Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.

Loan Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.

Loan Parties. Set forth on [Schedule 5.20(b)] is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with [Sections 6.02, 6.13 and 6.14]4]4], (as to each Loan Party) # the exact legal name, # any former legal names of such Loan Party in the four (4) months prior to the Closing Date, # the jurisdiction of its incorporation or organization, as applicable, # the type of organization, # the jurisdictions in which such Loan Party is qualified to do business, # the address of its chief executive office, # the address of its principal place of business, # its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, # the organization identification number, # ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and # the industry or nature of business of such Loan Party.

Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent or any Lender) be declared to be null and void, or a proceeding shall be commenced by Parent or any Loan Party or by any Governmental Authority having jurisdiction over Parent or Loan Party, seeking to establish the invalidity or unenforceability thereof, or Parent or any Loan Party shall deny that Parent or such Loan Party has any liability or obligation purported to be created under any Loan Document;