Notice Period. In order to ensure a smooth transition of business and relationships, ​, you agree to provide the Company with [90 days’] advance written notice before resigning or Retiring from the Company or an Affiliate. ​

Notice Period. The Parties agree that the closing of the exercise of any option transaction contemplated by this Agreement (the “Option Closing”) shall not occur until the expiration of the applicable Notice Period.

Notice Period. From the date hereof through January 1, 2015 (“the “Notice Period”), Smathers will remain a full time, regular employee of the Company and continue to receive his current base salary and benefits. Smathers will fulfill his duties in a professional and timely manner, as is expected of a member of senior management, and remain subject to all Company policies.

Notice of Cash Dominion Period. [Section 5.01(l)] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Claim Notice and Cure Period. In the event of a Claim, then the aggrieved party shall provide reasonable written notice to the defaulting party of such breach. From the date of notice the defaulting party shall have 30 days to cure the Claim (an "Undisputed Claim") or dispute its liability to such Claim in writing (a "Disputed Claim"). If an Undisputed Claim continues after the 30 day cure period, then the aggrieved party shall have all remedies provided by this Agreement and by law. With respect to a Disputed Claim, the parties shall proceed in good faith to negotiate a resolution of such Disputed Claim and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

IF YOU ARE EMPLOYED BY THE COMPANY IN THE STATE OF COLORADO AND ARE SUBJECT TO THE RESTRICTIONS IN SECTIONS 5(E), (F) and (G), YOU ACKNOWLEDGE THAT YOU RECEIVED THIS AGREEMENT BEFORE THE EARLIER OF ITS EFFECTIVE DATE OR THE EFFECTIVE DATE OF ANY ADDITIONAL COMPENSATION OR CHANGE IN THE TERMS OR CONDITIONS OF EMPLOYMENT THAT PROVIDES CONSIDERATION FOR THE COVENANTS IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE 14 CALENDAR DAYS FROM THE DAY YOU RECEIVED THIS AGREEMENT TO REVIEW IT AND THAT YOU ARE ADVISED TO CONSULT LEGAL COUNSEL PRIOR TO SIGNING IT.

Customer Transition During the Notice Period. Within thirty (30) days following the Exercise Date, Seller shall provide the Partnership with information needed by the Partnership to continue the sale or promotion of the Distribution Products (as defined in the Distribution Agreement) after the Option Closing Date, including, but not limited to, for each customer who purchased Distribution Products during the twelve (12) month period prior to the Exercise Date, # the information required by [Exhibit D] pursuant to the terms therein; # copies of purchase orders or contract terms for such customers; # copies of any long-term contracts relating exclusively to the sale of Distribution Products to which such customers are a party; and # redacted copies of any long-term contracts relating non-exclusively to the sale of Distribution Products to which such customers are a party.

Notice. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give to the Corporation notice in writing as soon as practicable of any claim made against him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to the Corporation at its headquarters located at One ​ Way, Elyria, Ohio 44035, Attention: Chairman (or such other address as the Corporation shall designate in writing to Indemnitee). Notice shall be deemed received three days after the date postmarked if sent by prepaid mail, properly addressed. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require within Indemnitee's power.

Notice. The indemnified party will notify promptly the indemnifying Party in writing if it becomes aware of a Claim (actual or potential) by any Third Party or any proceeding (including any investigation by a Governmental Authority) (“Third Party Claim”) for which indemnification may be sought, and will give such related information as is necessary to defend or as the indemnifying Party shall reasonably request.

Notice. Any notices, consents, waivers or other communications required or permitted to be given under