Common use of Clawback Rights Clause in Contracts

Clawback Rights. (i) Unless Administrative Agent shall have received written notice from a Lender prior to the proposed date of the making of the Term Loans that such Lender will not make available to Administrative Agent such Lender’s share thereof, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.01 and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Loans available to Administrative Agent, then the applicable Lender, on the one hand, and Borrowers, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrowers to the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate; and (B) in the case of a payment to be made by Borrowers, the interest rate applicable to the Term Loans. Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers the amount of such interest paid by Borrowers for such period. If, prior to the making of any such demand by Administrative Agent, such Lender pays its share of the Term Loans to Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loans included within the Term Loans. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent.

Clawback Rights. (i) Unless i)Unless Administrative Agent shall have received written notice from a Lender prior to the proposed date of the making of the Term Loans that such Lender will not make available to Administrative Agent such Lender’s Xxxxxx's share thereof, Administrative such Agent may assume that such Lender has made such share available on such date in accordance with Section 2.01 and may, in reliance upon such assumption, make available to Borrowers each Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Loans available to Administrative Agent, then the applicable Applicable Lender, on the one hand, and Borrowerseach Borrower, on the other hand, each severally agrees to pay to Administrative such Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrowers such Borrower to the date of payment to Administrative such Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate; and (B) in the case of a payment to be made by Borrowersa Borrower, the interest rate applicable to the Term Loans. If Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative such Agent shall promptly remit to Borrowers the applicable Borrower the amount of such interest paid by Borrowers such Borrower for such period. If, prior to the making of any such demand by Administrative Agent, If such Lender pays its share of the Term Loans to Administrative such Agent, then the amount so paid shall constitute such Lender’s Term 's Loans included within the Term all Loans. Any payment by Borrowers a Borrower shall be without prejudice to any claim Borrowers such Borrower may have against a Lender that shall have failed to make such payment to Administrative such Agent.

Clawback Rights. Subject to the requirements of applicable law, the Committee may provide in any Grant Instrument that, if a Participant breaches any restrictive covenant agreement between the Participant and the Employer (which may be set forth in any Grant Instrument) or otherwise engages in activities that constitute Cause either while employed by, or providing service to, the Employer or within a specified period of time thereafter, all Grants held by the Participant shall terminate, and the Company may rescind any exercise of an Option or SAR and the vesting of any other Grant and delivery of shares upon such exercise or vesting (including pursuant to dividends and Dividend Equivalents), as applicable on such terms as the Committee shall determine, including the right to require that in the event of any such rescission, (i) Unless Administrative Agent the Participant shall have received written notice from a Lender prior return to the proposed Company the shares received upon the exercise of any Option or SAR and/or the vesting and payment of any other Grant (including pursuant to dividends and Dividend Equivalents) or, (ii) if the Participant no longer owns the shares, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of any sale or other disposition of the shares (or, in the event the Participant transfers the shares by gift or otherwise without consideration, the Fair Market Value of the shares on the date of the making breach of the Term Loans that restrictive covenant agreement (including a Participant’s Grant Instrument containing restrictive covenants) or activity constituting Cause), net of the price originally paid by the Participant for the shares. Payment by the Participant shall be made in such Lender will not make available to Administrative Agent such Lender’s share thereof, Administrative Agent may assume that such Lender has made such share available manner and on such date in accordance with Section 2.01 terms and may, in reliance upon such assumption, make available conditions as may be required by the Committee. The Employer shall be entitled to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Loans available to Administrative Agent, then the applicable Lender, on the one hand, and Borrowers, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrowers to the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate; and (B) in the case of a payment to be made by Borrowers, the interest rate applicable to the Term Loans. Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers set off against the amount of any such interest paid by Borrowers for such period. If, prior payment any amounts otherwise owed to the making of any such demand Participant by Administrative Agentthe Employer. In addition, such Lender pays its share of all Grants under the Term Loans to Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loans included within the Term Loans. Any payment by Borrowers Plan shall be without prejudice subject to any claim Borrowers applicable clawback or recoupment policies, share trading policies and other policies that may have against a Lender that shall have failed be implemented by the Board from time to make such payment to Administrative Agenttime.

Clawback Rights. (i) Unless Administrative Agent shall have received written notice from a Lender prior to the proposed date of the making of the Term Loans that such Lender will not make available to Administrative Agent such LenderXxxxxx’s share thereof, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.01 and may, in reliance upon such assumption, make available to Borrowers each Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Loans available to Administrative Agent, then the applicable Applicable Lender, on the one hand, and Borrowerseach Borrower, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrowers such Borrower to the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate; and (B) in the case of a payment to be made by Borrowersa Borrower, the interest rate applicable to the Term Loans. If Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers the applicable Borrower the amount of such interest paid by Borrowers such Borrower for such period. If, prior to the making of any such demand by Administrative Agent, If such Lender pays its share of the Term Loans to Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loans included within the Term all Loans. Any payment by Borrowers a Borrower shall be without prejudice to any claim Borrowers such Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Clawback Rights. (i) Unless Administrative Agent shall have received written notice from a Lender prior to the proposed date of the making of the Term Loans that such Lender will not make available to Administrative Agent such Lender’s share thereof, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.01 2.02 and may, in reliance upon such assumption, make available to Borrowers Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Loans available to Administrative Agent, then the applicable Lender, on the one hand, and BorrowersBorrower, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to Borrowers Borrower to the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Federal Funds Rate; and (B) in the case of a payment to be made by BorrowersBorrower, the interest rate applicable to the Term Loans. Borrowers Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers Borrower the amount of such interest paid by Borrowers Borrower for such period. If, prior to the making of any such demand by Administrative Agent, such Lender pays its share of the Term Loans to Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loans Loan included within the all Term Loans. Any payment by Borrowers Borrower shall be without prejudice to any claim Borrowers Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. Any payment made hereunder shall not be treated as a voluntary prepayment subject to the requirements of Section 2.03(b).