Clawback Payment Clause Samples
A Clawback Payment clause allows one party to recover funds previously paid to another party under certain conditions. Typically, this clause applies when bonuses, incentives, or other payments were made based on information that later proves to be inaccurate, such as financial restatements or misconduct. Its core function is to protect the paying party from losses due to overpayments or wrongful payments, ensuring accountability and financial integrity in the agreement.
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Clawback Payment. If during the two-year period beginning as of the Closing Date (a) a Sale Event occurs or (b) Buyer or any of its Affiliates (including the Company) enters into a binding agreement to effect a Sale Event, then Buyer shall pay to the Shareholders Representative (on behalf of all the Shareholders), as additional Purchase Price, an amount equal to 50% of the excess, if any, of the amount of the Sale Proceeds of such Sale Event over the sum of $270,000,000, the Building #1 Purchase Price, the Building #2 Purchase Price and the Building #4 Purchase Price (the “Clawback Payment”). The Clawback Payment shall be payable upon the consummation of the Sale Event; provided, however, that if any portion of the Clawback Payment is attributable to consideration payable after the closing of the Sale Event then that portion of the Clawback Payment shall be payable when such consideration is paid to Buyer or its Affiliate, as applicable. As used in this Section 2.4 and the definitions of Sale Event and Sale Proceeds, “Company” shall be deemed to include any Affiliate of Buyer that is the successor to the Company pursuant one or more inter-company transactions, including mergers, conversions, consolidations and sales or transfers of capital stock or assets.
Clawback Payment. Resources will pay to REI the lesser of (i) the amount required to be credited to REI by its affiliated retail electric provider pursuant to Section 39.262(e) of the Utilities Code promptly following the determination that such a payment is owed and the amount thereof and (ii) $150 multiplied by the number of residential or small commercial customers served by the affiliated transmission and distribution utility that are buying electricity from the affiliated retail electric provider at the price to beat on the second anniversary of the beginning of competition, minus the number of new customers obtained outside the service area.
Clawback Payment. If required approval of the shareholders of one or more Mutual Funds to the interim contract contemplated in Section 4.1.5 or a Fund Reorganization (as applicable) is not obtained within 150 days after the Closing Date, then:
(a) within 180 days after the Closing Date, Buyer shall prepare in good faith and deliver to the Sellers’ Representative a statement (together with reasonable supporting calculations) showing the Clawback Payment that is due and payable by the Selling Parties to Buyer;
(b) Buyer shall cause Company, and its advisors, counsel and accountants, to give the Sellers’ Representative, and the Sellers’ Representative’s advisors, counsel and accountants, reasonable access to Company’s books, records and personnel needed to enable the Sellers’ Representative to review on a fully-informed basis the determination of the Clawback Payment;
(c) As soon as practicable, but not later than 20 days after receiving the statement from Buyer contemplated in Section 2.5(a) above, the Sellers’ Representative will notify Buyer of any dispute with respect to the calculation of the Clawback Payment, specifying the dispute in reasonable detail. If the Sellers’ Representative does not notify Buyer of a dispute within this period, or if the Sellers’ Representative notifies Buyer that the Sellers’ Representative agrees with Buyer’s calculation with respect to the Clawback Payment, then Buyer’s calculation as delivered to the Sellers’ Representative shall be final and binding.
(d) If the Sellers’ Representative timely notifies Buyer of a dispute under Section 2.5(c), and the dispute is not resolved within 10 Business Days after the date of such notice:
(i) either the Sellers’ Representative or Buyer, upon notice to the other, may require that the dispute shall be referred for resolution to the Designated Accounting Firm;
(ii) if the Sellers’ Representative or Buyer requires the dispute to be referred to the Designated Accounting Firm, the Sellers’ Representative and Buyer shall use their commercially reasonable efforts to cause the Designated Accounting Firm to issue within 30 Business Days after its selection a written report stating its resolution of the dispute selecting either Buyer’s determination of the Clawback Payment, the Sellers’ Representative’s determination of the Clawback Payment or an amount in between the two;
(iii) if the Sellers’ Representative or Buyer requires the dispute to be referred to the Designated Accounting Firm, upon the Designated Accou...
Clawback Payment. 44 10.13 Nuclear Decommissioning Trust and Investment...............................44 10.14
Clawback Payment. The purchase price payable by the Clawback Royalty Holder for the Clawback Royalty (the “Clawback Purchase Price”) shall be payable in Cash and determined as follows:
(i) if the Clawback Notice is given on or before the fifth (5th) anniversary of the Closing, the Clawback Purchase Price shall be equal to two (2) times the Royalty Value for the Clawback Royalty as shown in Schedule C hereto; and
(ii) if the Clawback Notice is given after the fifth (5th) anniversary of the Closing, the Clawback Purchase Price shall be equal to three (3) times the Royalty Value for the Clawback Royalty as shown in Schedule C hereto.