Common use of Termination Agreements Clause in Contracts

Termination Agreements. (a) Parent and Purchaser acknowledge that they are aware of the fact that Mr. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ entered into the Termination Agreements with the Company. Parent acknowledges that following the Purchase Time it and its Subsidiaries (including the Company following the Purchase Time) will not have positions available for Mr. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ comparable to their respective current positions with the Company. Parent and Purchaser acknowledge and agree that, given the positions available, following the Purchase Time, Mr. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ will have Good Reason (as defined in each such executive’s employment agreement) to terminate their employment with the Company and that Parent and Purchaser cannot or will not correct or cure such Good Reason event. Parent and Purchaser further acknowledge and confirm their understanding and agree that the Company will pay (if applicable, with funds advanced to the Company by or on behalf of Parent pursuant to Section 7.14(b)) at the Purchase Time in accordance with the respective Termination Agreements the amounts provided for therein to be so paid at such time, subject to any adjustments set forth therein, and will report, for federal income tax purposes, such payments consistent with the characterization thereof in the Termination Agreements. The Company shall not amend or terminate either Termination Agreement or waive any provisions therein without the prior written consent of Parent. (b) If the Company reasonably determines within ten (10) Business Days prior to the Purchase Time that it will require funds in addition to its cash on hand to pay at the Purchase Time the amounts payable under the Termination Agreements, and such requirement is not primarily caused by a breach by the Company of its covenants in Section 6.1, then if requested in writing by the Company no later than five (5) Business Days prior to the Purchase Time (the “Company Financing Request”), at the Purchase Time Parent shall lend, or cause to be lent, to the Company (pursuant to a promissory note which shall mature on the first anniversary of the date of execution and delivery thereof and may be prepaid without premium or penalty) the cash amount specified in the Table of Contents Company Financing Request not exceeding $15,000,000 (the amount so specified not exceeding $15,000,000, the “Company Financing Amount”) for the sole purpose of paying amounts required to be paid at the Purchase Time pursuant to the Termination Agreements. If Parent is required to provide the Company Financing Amount pursuant to this Section 7.14(b), then at the Purchase Time it will deliver or cause to be delivered, by wire transfer of funds, the Company Financing Amount to an account previously designated by the Company to Parent. The Company shall use the Company Financing Amount solely for the purpose of paying amounts due at the Purchase Time under the Termination Agreements, and will provide or cause to be provided to Parent, within one Business Day after the Purchase Time, a written receipt from Mr. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ or other written evidence of the receipt of such amounts.