Common use of Continuation of Restrictive Covenants and Indemnification; Separate Liability Clause in Contracts

Continuation of Restrictive Covenants and Indemnification; Separate Liability. Xxxxx agrees and acknowledges that, except as may be expressly otherwise agreed by the parties hereto in writing, the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA shall continue in full force and effect following the Retirement Date, pursuant to their terms, except that the time periods for which the covenants in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA shall continue are hereby amended such that such restrictions shall continue for the longer of (a) the periods specified in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, respectively, and (b) the date Xxxxx’x service as a member of the Board terminates (for any reason, including, for the avoidance of doubt, her voluntary withdrawal or her removal by Parent PGI with or without Cause). Xxxxx further agrees and understands that her obligations set forth in Article IV of this Agreement (and the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, as modified hereby) are separate from any other provisions in this Agreement and that any breach of those provisions (or any of the restrictive covenants of the Employment Agreement, as modified hereby) may be treated by PGI and the Beneficiaries as a breach of this covenant for which Xxxxx may be separately liable, and for which PGI may seek any remedies to which it is entitled as set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA (each, as modified hereby) or otherwise at law or in equity (and that, in addition to any other remedy, Xxxxx shall forfeit and/or return all amounts and benefits paid or payable pursuant to Sections 1.1, 1.2 and 1.3 if Xxxxx breaches her obligations set forth in Article IV of this Agreement (or the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA, as modified hereby).

Continuation of Restrictive Covenants and Indemnification; Separate Liability. Xxxxx agrees and acknowledges that, except as may be expressly otherwise agreed by the parties hereto in writing, the restrictive covenants set forth in Article III VIII of the Employment Agreement, Agreement and the indemnification provisions set forth in Section 5 6.4 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA Employment Agreement shall continue in full force and effect following the Retirement Termination Date, pursuant to their terms, terms (except that (1) the time periods phrase “Competitor” shall include (a) Alpla Werke Xxxxx Xxxxxx GmbH, Amcor Limited, Ball Corporation, Consolidated Container Company LLC, Constar International Inc, Plastipak, Inc., Xxxxx Plastics Corporation and Silgan Holdings Inc. and (b) any private equity, hedge, or investment fund to the extent Xxxxx is involved in the review or evaluation of an investment in a Competitor, (2) the “Restricted Period shall continue during the consulting period and for which the covenants in Article III a period of 24 months thereafter and (3) no person shall be a “Competitor” if, prior to a violation of Section 8.1(a) of the Employment Agreement, Section 5 of Xxxxx has requested and received confirmation from the Option Agreement, and Section 4.2(iv)-(v) of the MESA shall continue are hereby amended Board that it does not consider such that such restrictions shall continue person to be a “Competitor” for the longer of (a) the periods specified in Article III purposes of the Employment Agreement, Section 5 Agreement (which request shall be considered in good faith by the Board and granted or denied within 7 days of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, respectively, and (b) the date Xxxxx’x service as a member of the Board terminates (for any reason, including, for the avoidance of doubt, her voluntary withdrawal or her removal by Parent PGI with or without Causerequest). Xxxxx further agrees and understands that her his obligations set forth in Article IV Sections 4.1 and 4.3 of this Agreement (and the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, as modified hereby) are separate from any other provisions in this Agreement and that any breach of those provisions (or any of the restrictive covenants of the Employment Agreement, as modified hereby) may be treated by PGI and the Beneficiaries as a breach of this covenant for which Xxxxx may be separately liable, and for which PGI may Xxxxxx may, seek any remedies to which it is entitled as set forth in Article III Section 8.3 of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA (each, as modified hereby) Agreement or otherwise at law or in equity (and that, in addition to any other remedy, Xxxxx shall forfeit and/or return all amounts and benefits paid or payable pursuant to Sections 1.1, 1.2 and 1.3 if Xxxxx breaches her obligations set forth in Article IV of this Agreement (or the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA, as modified hereby)equity.

Continuation of Restrictive Covenants and Indemnification; Separate Liability. Xxxxx Xxxxxx agrees and acknowledges that, except as may be expressly otherwise agreed by the parties hereto in writing, the restrictive covenants set forth in Article III Sections 10 and 11 of the Employment Agreement, Agreement and the indemnification provisions set forth in Section 5 13 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA Employment Agreement shall continue in full force and effect following the Retirement Termination Date, pursuant to their terms, terms (except that the time periods phrase “content websites” in Section 11(a) of the Employment Agreement is hereby amended by replacing such phrase with the following: “content websites for which the covenants in Article III of the Employment Agreementmain subject matter is automotive (including trucks, Section 5 of the Option Agreementmotorcycles or off-road vehicles), and Section 4.2(iv)-(v) of the MESA shall continue are hereby amended such that such restrictions shall continue for the longer of (a) the periods specified in Article III of the Employment Agreementsurfing, Section 5 of the Option Agreementskiing, and Section 4.2(iv)-(v) of the MESAguns, respectivelyfishing, and (b) the date Xxxxx’x service as a member of the Board terminates (for any reasonhunting, includingequestrian, for the avoidance of doubtstereos, her voluntary withdrawal home theatre, scrap-booking, quilting, apartments or her removal by Parent PGI with or without Causenew homes”). Xxxxx Xxxxxx further agrees and understands that her his obligations set forth in Article IV Sections 4.1, 4.2 and 4.3 of this Agreement (and the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, as modified hereby) are separate from any other provisions in this Agreement and that any breach of those provisions (or any of the restrictive covenants of the Employment Agreement, as modified hereby) may be treated by PGI and the Beneficiaries as a breach of this covenant for which Xxxxx Xxxxxx may be separately liable, and for which PGI may seek any remedies to which it is entitled as PRIMEDIA may, at its option (in lieu of the provisions set forth in Article III Section 11(c)(iv) of the Employment Agreement), elect to cease payment of any amounts hereunder and/or cease provision of the medical insurance (in each case as otherwise provided pursuant to Section 1 of this Agreement) and/or seek the return of the monetary consideration paid hereunder, in addition to other remedies. Notwithstanding the foregoing, PRIMEDIA may only cease payment of any amounts hereunder and/or cease provision of the medical insurance (in each case as otherwise provided pursuant to Section 1 of this Agreement) and/or seek the return of the monetary consideration paid hereunder following (a) in the event of a breach by Xxxxxx of the restrictive covenants of the Employment Agreement, Section 5 which breach Xxxxxx does not cure within three (3) business days after delivery by PRIMEDIA of notice to Xxxxxx of such breach or (b) in the event of a breach by Xxxxxx of the Option covenants contained in Sections 4.1, 4.2 or 4.3 of this Agreement, or Section 4.2(iv)-(v) following written notice by PRIMEDIA to Xxxxxx of the MESA (each, as modified hereby) or otherwise at law or in equity (and that, in addition to any other remedy, Xxxxx shall forfeit and/or return all amounts and benefits paid or payable pursuant to Sections 1.1, 1.2 and 1.3 if Xxxxx breaches her obligations set forth in Article IV then Chairman of this Agreement (or the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA, as modified hereby)PRIMEDIA’s good faith determination that such a breach has occurred.

Continuation of Restrictive Covenants and Indemnification; Separate Liability. Xxxxx Xxxxxxxx agrees and acknowledges that, except as may be expressly otherwise agreed by the parties hereto in writing, the restrictive covenants set forth in Article III VIII of the Employment Agreement, Agreement and the indemnification provisions set forth in Section 5 6.4 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA Employment Agreement shall continue in full force and effect following the Retirement Termination Date, pursuant to their terms, terms (except that (1) the time periods phrase “Competitor” shall include (a) Alpla Werke Xxxxx Xxxxxx GmbH, Amcor Limited, Ball Corporation, Consolidated Container Company LLC, Constar International Inc, Plastipak, Inc., Xxxxx Plastics Corporation and Silgan Holdings Inc. and (b) any private equity, hedge, or investment fund to the extent Xxxxxxxx is involved in the review or evaluation of an investment in a Competitor, (2) the “Restricted Period shall continue during the consulting period and for which the covenants in Article III a period of 24 months thereafter and (3) no person shall be a “Competitor” if, prior to a violation of Section 8.1(a) of the Employment Agreement, Section 5 of Xxxxxxxx has requested and received confirmation from the Option Agreement, and Section 4.2(iv)-(v) of the MESA shall continue are hereby amended Board that it does not consider such that such restrictions shall continue person to be a “Competitor” for the longer of (a) the periods specified in Article III purposes of the Employment Agreement, Section 5 Agreement (which request shall be considered in good faith by the Board and granted or denied within 7 days of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, respectively, and (b) the date Xxxxx’x service as a member of the Board terminates (for any reason, including, for the avoidance of doubt, her voluntary withdrawal or her removal by Parent PGI with or without Causerequest). Xxxxx Xxxxxxxx further agrees and understands that her his obligations set forth in Article IV Sections 4.1 and 4.3 of this Agreement (and the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, and Section 4.2(iv)-(v) of the MESA, as modified hereby) are separate from any other provisions in this Agreement and that any breach of those provisions (or any of the restrictive covenants of the Employment Agreement, as modified hereby) may be treated by PGI and the Beneficiaries as a breach of this covenant for which Xxxxx Xxxxxxxx may be separately liable, and for which PGI may Xxxxxx may, seek any remedies to which it is entitled as set forth in Article III Section 8.3 of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA (each, as modified hereby) Agreement or otherwise at law or in equity (and that, in addition to any other remedy, Xxxxx shall forfeit and/or return all amounts and benefits paid or payable pursuant to Sections 1.1, 1.2 and 1.3 if Xxxxx breaches her obligations set forth in Article IV of this Agreement (or the restrictive covenants set forth in Article III of the Employment Agreement, Section 5 of the Option Agreement, or Section 4.2(iv)-(v) of the MESA, as modified hereby)equity.