Additional Recovery Sample Clauses
Additional Recovery. Notwithstanding the foregoing, the fact that the adjustments set forth in this Section 2.4 have become final and binding shall not preclude any party from recovering, subject to the requirements and limitations contained in Article IX, amounts that it is entitled to recover in respect of an indemnification claim for any breach of this Agreement, including with respect to a breach of any of the representations and warranties contained herein by another party, except to the extent that the item for which indemnification is being sought was included in the Final Closing Date Schedule.
Additional Recovery. If Champion Regal has paid an amount in discharge of any claim under this Agreement (including an indemnity claim) and Valspar or any Group Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates or discharges Valspar or any Group Company (in whole or in part) in respect of the same Loss except to the extent that such third party is itself liable to Valspar or any Group Company, by contribution or otherwise, for the same Loss, then Valspar shall pay to Champion Regal as soon as reasonably practicable after receipt of the benefit of such subsequent recovery, the lesser of the following:
(a) any sum subsequently recovered from third party less any costs and expenses incurred in obtaining the recovery (including in respect of any claim under an insurance policy any costs associated with an increase in the premium payable or increase in deductible as a result of such claim) and less any tax payable by Valspar attributable to such recovery,
(b) the amount previously paid by Champion Regal to Valspar less any tax attributable to the recovery and any cost and charges incurred by Valspar in order to obtain such recovery from Champion Regal. Any payment made to Champion Regal under this clause shall be made by way of further adjustment of the Purchase Price and Option Price payable by Valspar to Champion Regal.
Additional Recovery. Right: Furthermore, the Company reserves the right to determine that Holder shall forfeit any unvested portion of the Performance Stock Units or recover any portion of the shares underlying the Performance Stock Units already released to Holder, to the extent permitted by applicable laws, in the event that Holder engages in conduct that is detrimental to the Company or any of its Affiliates, which includes: (i) Holder’s engagement in conduct that constitutes Cause for Holder’s Termination; (ii) Holder’s engagement in fraudulent, intentional, willful, or grossly negligent misconduct, whether by commission or omission; or (iii) Holder’s post-Termination conduct breaches any obligations owed to the Company or any of its Affiliates (including, but not limited to, misappropriation of trade secrets, non-disparagement, confidentiality, non-competition or non-solicitation). The Company’s right to determine whether Holder shall forfeit any unvested portion of the Performance Stock Units to recover any portion of the shares underlying the Performance Stock Units already released to Holder shall not extend to conduct that occurred before the three (3) year period preceding the date on which the Company determines that such event has occurred.
Additional Recovery. The parties recognize that in the event of any ------------------- dispute as to Employee's entitlement to continuing compensation hereunder, Employer's economic position is greatly stronger than that of Employee, and the Employee could be seriously damaged were Employer to stop the payment of compensation due to Employee in the case of a termination under Section 4.1, 4.9 or 4.10 by claiming that such termination was made pursuant to Sections 4.2 through 4.6. Accordingly, the parties have agreed that in the case of any termination which Employer contends is subject to Section 4.2 through 4.6, but Employee claims is subject to Section 4.1, if Employer continues to make compensation payment to Employee during resolution of such dispute that Employer shall be entitled to return of such payments, with interest at the discount rate payable by Employer on borrowings from its Federal Home Loan Bank, if it is ultimately determined that termination was subject to Sections 4.2 through 4.6; and if Employer shall cease such payments and it be determined that such termination was subject to Section 4.1, 4.9 or 4.10 hereof, that Employee shall be entitled to recovery of the amount due to Employee for payments not made, together with interest at the prime rate as announced from time to time by The --- Wall Street Journal, and legal fees as provided at Section 5.3, and in addition, ------------------- the term during which payments are to be made to Employee under Section 4.1, 4.9 or 4.10 shall be extended for a number of months equal to the number of months for which payments were not made. This provision is made by the parties hereto for the purpose of compensating Employee for the loss he will suffer in the case of an unfounded discontinuation of compensation payments, and to encourage fairness and equal dealing between the parties in the event of a dispute.