Common use of NON-PAYMENT UPON NON-COMPLIANCE Clause in Contracts

NON-PAYMENT UPON NON-COMPLIANCE. Should Executive breach any one of the covenants set forth in this Article V, the Company shall have no obligation to make the payments or to provide Executive the benefits described in Sections 4.5 and 4.6 above, in addition to all other rights and remedies the Company may have available at law or in equity. The Company shall provide written notice to Executive, ten (10) days prior to an expected payment, of the breach of a covenant and the ensuing non-payment thereof; provided, however, that if the Company learns of the breach without sufficient time to provide ten (10) days notice, the Company shall provide written notice as soon thereafter as practicable. Notwithstanding the foregoing, the Executive shall indemnify and hold harmless the Company to the fullest extent from and against any losses, claims, damages or liabilities which arise out of any breach of the representations and warranties set forth in Section 5.6., and any matter relating to the Executive’s prior employer(s). The Executive shall reimburse the Company for the amounts provided for herein on demand as such expenses are incurred by the Company.

NON-PAYMENT UPON NON-COMPLIANCE. Should Executive breach any one of the covenants set forth in this Article V, the Company shall have no obligation to make the payments or to provide Executive the benefits described in Sections 4.5 and 4.6 above, in addition to all other rights and remedies the Company may have available at law or in equity. The Company shall provide written notice to Executive, ten (10) days prior to an expected payment, of the breach of a covenant and the ensuing non-payment thereof; provided, however, that if the Company learns of the breach without sufficient time to provide ten (10) days notice, the Company shall provide written notice as soon thereafter as practicable. Notwithstanding the foregoing, the Executive shall indemnify and hold harmless the Company to the fullest extent from and against any losses, claims, damages or liabilities which arise out of any breach of the representations and warranties set forth in Section 5.6., and any matter relating to the Executive’s prior employer(s). The Executive shall reimburse the Company for the amounts provided for herein on demand as such expenses are incurred by the Company.