Purchase Notice. Within thirty (30) days after the date (such period being an “Exercise Period”), if any of the later of # the occurrence of an Event of Default under either the Senior Credit Agreement or the Installment Sale Agreement and notice thereof or # receipt of notice of the occurrence of an Event of Default by Senior Lender or the Subordinated Creditor, Subordinated Creditor shall each have the option to purchase from Senior Secured Parties all (but not less than all) of the Senior Debt (including any unfunded commitments) by giving a written notice (the “Purchase Notice”) to Senior Lender prior to the expiration of such Exercise Period. The Purchase Notice from Subordinated Creditor to Senior Lender shall be irrevocable. If Subordinated Creditor fails to give a Purchase Notice within an Exercise Period, its rights under this [Section 19] shall be terminated with respect to the events described in the notice triggering such Exercise Period. If Subordinated Creditor provide a Purchase Notice within the Exercise Period, Subordinated Creditor’s Purchase Notice shall be effective if its purchase consummates on or before the date specified in the Purchase Notice. Such Exercise Period shall run concurrent with the standstill period described in [Section 5] hereof.

Purchase Notice. At any time during the Commitment Period, ​ may require ​ to purchase Shares by delivering a Purchase Notice to ​, subject to the satisfaction or waiver by ​ of the conditions set forth in ​. ​ shall, in its sole discretion, select the number of Shares, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing by ​ and ​), it desires to issue and sell to ​ in each Purchase Notice and the Pricing Period to be used. There shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. Notwithstanding the foregoing, ​ shall not deliver any Purchase Notices during the PEA Period.

Executed Purchase Notice. The representations contained in the applicable Purchase Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

Date of Delivery of Purchase Notice. Purchase Notices shall be delivered in accordance with the instructions set forth on the bottom of [Exhibit B] attached hereto. A Purchase Notice shall be deemed delivered on # the day it is received by ​ if such notice is received by e-mail at or before ​ New York City time or # the immediately succeeding day if it is received by e-mail after ​ New York City time; provided, however, that upon mutual written consent of ​ and ​, a Purchase Notice that is delivered after ​ Eastern Time may be deemed to have been delivered prior to ​ Eastern Time of such day. Upon receipt of a Purchase Notice, ​ shall promptly provide written confirmation (which may be by e-mail) of receipt of such Purchase Notice.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

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 Domestic Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the Canadian Borrower Sublimit or the Aggregate Revolving Commitments under this [Section 2.06]. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Notice. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In the event that any Third Party asserts a claim or other proceeding (including any governmental investigation) with respect to any matter for which a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) thereof; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby.

Notice. Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

NOTICE. Unless otherwise specifically provided herein, any notice to be given to the Committee under the Plan shall be given in writing and shall be deemed delivered for all purposes of the Plan if personally delivered to a member of the Committee or mailed to such Committee addressed to the Corporation by postpaid, certified United States mail.