Clawback Obligation Sample Clauses

Clawback Obligation. 5.11.1 In the event that a return of cash to Xxxxxxxxx Capital Partners Europe is required to satisfy the provisions of the Xxxxxxxxx Capital Partners Europe Partnership Agreements (the "Clawback Obligation"), the Partnership shall satisfy the Clawback Obligation first by applying the Clawback Obligation against participants in the Annual Pools on the following basis:
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Clawback Obligation. Following the dissolution and winding up of the Company, the distribution of all or substantially all of the Company’s assets, or Qualified Public Offering (the date of such event, the “Clawback Determination Date”), the Managing Member, on behalf of the Class A Members, will make a payment to the Company equal to the Clawback Amount and such amount will, subject to the Act, be distributed to the Class B Members (pro rata based on their Class B Percentages). The “Clawback Amount” shall be the amount, if any, by which
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Clawback Obligation. If (i) the Existing Performance Options are forfeited and canceled prior to becoming vested and exercisable or (ii) upon Sponsor’s ultimate disposition or sale (the “Final Exit”) of all of its Shares in the Company (including any equity interests Sponsor may have received in respect of such Shares in connection with a share exchange, reorganization, merger, restructuring or similar transaction), any Existing Performance Options have not vested, then the Company may, in its sole discretion, require Participant to repay to the Company up to (x) if the 2.5x Performance Options shall not have vested, 100% of the Performance Option Advance Payment and (y) if the 3.0x Performance Options shall not have vested, 50% of the Performance Option Advance Payment (each of (x) and (y), a “Clawback Amount”); provided that the Clawback Amount shall not exceed the after-tax proceeds, after taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment (the “After-Tax Proceeds”), of the applicable Performance Option Advance Payment; provided further that if return of the entire Clawback Amount to the Company would enable (1) the 3.0x Performance Options to become vested, then the Clawback Amount will be limited to only the amount necessary to enable such 3.0x Performance Options to vest or (2) the 2.5 Performance Options to become vested, then the Clawback Amount will be limited to (x) 50% of the Performance Option Advance Payment plus (y) the amount necessary to enable such 2.5x Performance Options to vest. Notwithstanding the foregoing, upon a Final Exit, to the extent your Performance Option Advance Payment is in excess of the aggregate Final Exit Hypothetical Spread Value (as defined below) of your Existing Performance Options, the After-Tax Proceeds of such excess (the “Excess Amount”) may, in the Company’s sole discretion, be required to be repaid to the Company. The Clawback Amount, if any, and the Excess Amount, if any, will be payable by the Participant to the Company as of immediately prior to the date of the Final Exit in cash or, if elected by the Company in its sole discretion, by delivery of Shares with a Fair Market Value equal to the Clawback Amount or Excess Amount, as applicable, or by set-off of any after-tax cash proceeds or other amounts due to the Participant in respect of any vested Options (or, if later, 10 days after the date on which the Company gives notice to the Particip...
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Clawback Obligation. The Buyer and Stockholder agree that the Purchase Price was established based on the assumption that no legislation, law, or act would be made, become effective or be in effect in either calendar year 2008 or calendar year 2009 which would reduce the existing 36 month cap on Medicare rental oxygen reimbursements to 24 months or a lower number of months. The following provisions shall apply in the event any such legislation, law or act reducing such reimbursements is made, becomes effective or is in effect (the term "Effective", for the purposes of this Agreement, shall mean that any such legislation, law or act reducing such reimbursements is made or has been made, is effective or has become effective or is in effect at any time during the applicable calendar year).
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Clawback Obligation. 11.1. If, upon (a) the end of the Term, (b) the dissolution and winding up of the Fund,
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Clawback Obligation 
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Related to Clawback Obligation

  • Unfunded Obligation The obligations under this Agreement shall be unfunded. Benefits payable under this Agreement shall be paid from the general assets of the Company. The Company shall have no obligation to establish any fund or to set aside any assets to provide benefits under this Agreement.

  • Unsecured Obligation Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Unfunded Obligations The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the Borrower does not reimburse the Agent and the Banks on the date specified in, and in accordance with, Section 4.2.

  • Advances; Payments (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested funding date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind.

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

  • Reimbursement Obligation of the Borrower In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender on each date on which the Issuing Lender notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

  • Contribution with Respect to Guaranteed Obligations (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

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