Common use of Clawback Right Clause in Contracts

Clawback Right. If, during the term of the MSA, (i) a Release Event occurs and Popular elects to obtain the release of Deposit Materials pursuant to the terms and conditions of this Agreement and the MBESA, and (ii) following such release, the circumstances giving rise to such Release Event are cured (with respect to circumstances that are capable of cure) and the circumstances are such that EVERTEC is capable of resuming services enabled by such Deposit Materials without there being a Release Event, then so long as EVERTEC is capable of adequately providing the service(s) applicable to such Deposit Materials in accordance with the terms and conditions of the MSA that gave rise to the Release Event (each, a “Cured Service”), EVERTEC will have the right, upon reasonable prior notice and subject to the conditions set forth below, (A) to require that Popular return to EVERTEC or destroy such Deposit Materials with respect to such Cured Service and all copies thereof, (B) require that any Elected License associated with such Deposit Materials for the Cured Service would terminate, and (C) resume providing the Cured Service to Popular under the MSA (a, b and c, collectively the “Clawback Right”); provided, however, that if EVERTEC exercises the Clawback Right, EVERTEC will (without limiting any right or remedy of Popular under the MSA) (1) reimburse Popular for all of Popular’s out-of-pocket costs and expenses incurred in connection with the Release Event and Popular’s efforts to resume the service under the MSA that gave rise to Popular’s release request; (2) ensure a transition back to the Cured Service at EVERTEC’s cost with minimal disruption to business continuity; and (3) promptly deliver to Iron Mountain one copy of any such Deposit Materials for redeposit into escrow in accordance with the terms of the MBESA.

Clawback Right. If, during the term of the MSA, (i) a Release Event occurs and Popular elects to obtain the release of Deposit Materials pursuant to the terms and conditions of this Agreement and the MBESA, and (ii) following such release, the circumstances giving rise to such Release Event are cured (with respect to circumstances that are capable of cure) and the circumstances are such that EVERTEC is capable of resuming services enabled by such Deposit Materials without there being a Release Event, then so long as EVERTEC is capable of adequately providing the service(s) applicable to such Deposit Materials in accordance with the terms and conditions of the MSA that gave rise to the Release Event (each, a “Cured Service”), EVERTEC will have the right, upon reasonable prior notice and subject to the conditions set forth below, (A) to require that Popular return to EVERTEC or destroy such Deposit Materials with respect to such Cured Service and all copies thereof, (B) require that any Elected License associated with such Deposit Materials for the Cured Service would terminate, and (C) resume providing the Cured Service to Popular under the MSA (a, b and c, collectively the “Clawback Right”); provided, however, that if EVERTEC exercises the Clawback Right, EVERTEC will (without limiting any right or remedy of Popular under the MSA) (1) reimburse Popular for all of Popular’s out-of-pocket costs and expenses incurred in connection with the Release Event and Popular’s efforts to resume the service under the MSA that gave rise to Popular’s release request; (2) ensure a transition back to the Cured Service at EVERTEC’s cost with minimal disruption to business continuitycontinuity ; and (3) promptly deliver to Iron Mountain one copy of any such Deposit Materials for redeposit into escrow in accordance with the terms of the MBESA.