Disgorgement. If Agent or any Lender is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorge any payment, interest, or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference, fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment, interest, or other consideration will be revived and continue as if such payment, interest, or other consideration had not been received by Agent or such Lender, and Loan Parties will be liable to, and will indemnify, defend, and hold Agent or such Lender harmless for, the amount of such payment or interest surrendered or disgorged. The provisions of this Section will survive repayment of the Obligations or any termination of the Credit Agreement or any other Loan Document.
Disgorgement. (a) If, at any time after payment in full of the [A/R Lender] Claims any payments of the [A/R Lender] Claims must be disgorged by [A/R Lender] for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and CRG shall immediately pay over to [A/R Lender] all money or funds received or retained by CRG with respect to the CRG Claims to the extent that such receipt or retention would have been prohibited hereunder.
(b) If, at any time after payment in full of the CRG Claims any payments of the CRG Claims must be disgorged by CRG for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and [A/R Lender] shall immediately pay over to CRG all money or funds received or retained by [A/R Lender] with respect to the [A/R Lender] Claims to the extent that such receipt or retention would have been prohibited hereunder.
Disgorgement. If Agent or any Lender is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorge any payment, interest or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference, fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment, interest, or other consideration shall be revived and continue as if such payment, interest, or other consideration had not been received by Agent or such Lender, and the Borrower shall be liable to, and shall indemnify, defend and hold Agent or such Lender harmless for, the amount of such payment or interest surrendered or disgorged. The provisions of this Section 6.10 shall survive execution and delivery of this Amendment and the documents, agreements, and instruments to be executed or delivered herewith.
Disgorgement. If any payment received by the applicable Funding Agent for the account of any L/C Issuer pursuant to Section 5.4.1 is required to be returned under any of the circumstances described in Section 14.5 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Applicable Tranche Lender (and, in the case of the Euro Tranche, each Fronting Lender) shall pay to the applicable Funding Agent for the account of such L/C Issuer its Applicable Tranche Percentage (or other appropriate percentage) thereof on demand of the applicable Funding Agent (in each case in the currency in which such payment originally was made), plus interest thereon from the date of such demand to the date such amount is returned by such Applicable Tranche Lender (or Fronting Lender), at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
Disgorgement. In the event that the Lenders are required to repay or disgorge to Borrowers or any representatives of the Borrowers’ estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers or any representative of the Borrowers’ estate.
Disgorgement. In addition to the remedies specified above and any other relief awarded by any court, if Executive breaches any of the Covenants, he will be required to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by him as a result of any such breach and the Company will be entitled to injunctive or other equitable relief to prevent further breaches of the Covenants by Executive.
Disgorgement. (a) If, at any time after payment in full of the [ ] Claims any payments of the [ ] Claims must be disgorged by [ ] for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and CR shall immediately pay over to [ ] all money or funds received or retained by CR with respect to the CR Claims to the extent that such receipt or retention would have been prohibited hereunder.
(b) If, at any time after payment in full of the CR Claims any payments of the CR Claims must be disgorged by CR for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and [ ] shall immediately pay over to CR all money or funds received or retained by [ ] with respect to the [ ] Claims to the extent that such receipt or retention would have been prohibited hereunder.
Disgorgement. (a) If the Company’s financial statements for the year or years in which this Option is issued or outstanding are required to be restated resulting from errors, omissions or fraud, the Committee may (in its sole discretion, but acting in good faith) direct that the Company recover all or a portion of this Option with respect to such fiscal year of the Company the financial results of which are negatively affected by such restatement. The operation of this Section 10(a) shall be in accordance with the provisions of Section 302 of Xxxxxxxx-Xxxxx Act of 2002 and any applicable guidance.
(b) Upon demand of the Company, Optionee shall disgorge all or any portion of this Option or other compensation paid or payable pursuant to this Option received within 36-month period prior to the public release of the restatement of financial information due to material noncompliance with the financial reporting requirements under the federal securities laws. The operation of this Section 10(b) shall be in accordance with the provisions of Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any applicable guidance.
(c) The amount to be recovered from Optionee under this Section shall be the amount by which the Option exceeded the amount that would have been paid or payable to the Optionee had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Option) that the Committee shall determine. In no event shall the amount to be recovered by the Company be less than the amount required to be repaid or recovered as a matter of law.
Disgorgement. If any First Out Lender Party is required to disgorge any amounts it has received on account of the First Out Obligations and pay any such amount over to any Last Out Term Lender, the Last Out Term Lenders shall immediately reimburse such First Out Lender Party for the amount that such First Out Lender Party was required to disgorge, limited to the amount of distributions received by the Last Out Term Lenders on account of their Last Out Term Advances through the date of such disgorgement. Once the Last Out Term Advances are funded by the Last Out Term Lenders, other than the payment of interest pursuant to Section 2.20(c), the payment of any enhanced yield, fees, costs and expenses pursuant to Section 2.20(d) and the payment of any gross-up amount by the Borrower to any Last Out Term Lender pursuant to Section 2.20(e), no monies or other consideration shall be paid to, or received by, any Last Out Term Lender in respect of the Last Out Term Advances, until the First Out Final Payment Date.
Disgorgement. In the event that Executive materially violates any of the restrictive covenants contained in Sections 4.1, 4.2 or 4.3, then, in addition to any other rights and remedies that NMHC may have (including the right to an injunction against further violations), Executive shall account for any and all revenue, compensation, income, gains and/or profits received or receivable, directly or indirectly, by Executive arising out of or relating to any such violation (“Disgorgement Amounts”) and pay to NMHC on demand made by NMHC at any time and from time to time an aggregate amount equal to the greater of: (i) the Disgorgement Amounts or (ii) all monetary damages actually suffered by NMHC as a result of such violation.
