Compliance with EESA Clause Samples

The Compliance with EESA clause requires parties to adhere to the provisions of the Emergency Economic Stabilization Act (EESA) and any related regulations. In practice, this means that any actions, transactions, or obligations under the agreement must be conducted in a manner consistent with EESA requirements, such as reporting, disclosure, or operational restrictions imposed by the Act. The core function of this clause is to ensure that all parties remain legally compliant with federal economic stabilization laws, thereby reducing the risk of regulatory violations and associated penalties.
Compliance with EESA. To the extent that the Participant and the Restricted Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by, or accrued with respect to, the Restricted Stock Units must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Restricted Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA.
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Compliance with EESA. During any period in which the United States Department of Treasury (“Treasury”) holds an equity or debt position acquired from the Company pursuant to Treasury’s TARP Capital Purchase Program (the “CPP”), the following provisions shall apply: (a) Notwithstanding anything in this Agreement or otherwise to the contrary, to the extent that the Employee is a “senior executive officer” (as defined in Section 111(b)(3) of EESA, and the guidance promulgated thereunder), (i) the Employee shall not be entitled to receive from the Company any “golden parachute payment” (within the meaning of Section 111(b)(2)(C) of EESA, and the guidance promulgated thereunder) upon an applicable severance from employment, and any payments or benefits payable to the Employee shall be reduced to the extent necessary to comply with this Paragraph 11(a) and the applicable restrictions with respect to the payment of “golden parachute payments” under the CPP, and (ii) any bonus or other incentive compensation paid to the Employee during such period shall be subject to recovery or “clawback” by the Company if such payments were based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. (b) The Employee acknowledges that, pursuant to the CPP, Treasury shall require the Company to review its benefit plans and agreements to ensure that they do not encourage its senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent such review requires revisions or amendments to any agreement or benefit plan or arrangement to which the Employee is a party, the Employee hereby agrees to consent to any such revisions or amendments. (c) If requested by Treasury in connection with the Company’s participation in the CPP, the Employee agrees to grant to Treasury a waiver releasing the United States and the Company from any claims related to the requirements imposed by EESA and the Company’s participation in the CPP that the Employee may otherwise have, including, without limitation, any claims for compensation the Employee would otherwise receive.
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Related to Compliance with EESA

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with ERISA (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company or its subsidiaries; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.

  • Compliance with OFAC None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

  • Compliance with ▇▇▇▇▇ ▇▇▇▇▇ and Related Act requirements. All rulings and interpretations of the ▇▇▇▇▇- ▇▇▇▇▇ and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

  • Compliance with ADA The Company and its subsidiaries and each Real Property are currently in compliance with all presently applicable provisions of the Americans with Disabilities Act, as amended, except for any such non-compliance that would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect.