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Method of Recovery Sample Clauses

Method of Recovery. The recovery of the Excess Amount shall be accomplished by forfeiting and cancelling up to 50% of the aggregate Award of restricted stock units to the Employee under Section 11 of the Plan and the terms of the Agreements, whether such units are vested or not. If the Employee has already received a distribution of Shares under the Agreements prior to the Maturity Date, the Employee (or his or her estate in the event of distribution on account of death) agrees to surrender to the Company, within 30 days of receipt of notice from the Company, a number of Shares (not to exceed 50% of the total Shares received by the Employee pursuant to the Agreements) with an aggregate Fair Market Value equal to the Excess Amount. If applicable, the Employee shall be required to repay to the Company, in cash within 30 days of receipt of notice from the Company, the “stock proceeds” (as defined below) resulting from any sale or other disposition (including to the Company) of Shares received as a distribution under the Agreements prior to the Maturity Date. The term “stock proceeds” means, with respect to any sale or other disposition (including to the Company) of Shares, an amount determined appropriate by the Committee to reflect the Excess Amount. In no event will the stock proceeds recouped by the Company pursuant to this Rider exceed 50% of the aggregate Fair Market Value of all Shares received by the Employee pursuant to the Agreements.
Method of Recovery. Within ten (10) calendar days after the Seller Claim Establishment Date, Buyer shall pay to Seller a cash amount equal to the Seller Claim Amount. In the event that Seller is not paid the full Seller Claim Amount within ten (10) calendar days of the Seller Claim Establishment Date, in addition to whatever other remedies it may have, Seller shall be entitled until such Seller Claim Amount is paid in full to offset against such Seller Claim Amount amounts otherwise due Buyer by Seller hereunder.
Method of Recovery. Within twenty (20) calendar days after the Buyer Claim Establishment Date, Seller shall pay to Buyer a cash amount equal to the Buyer Claim Amount. In the event that Buyer is not paid the full Buyer Claim Amount within twenty (20) calendar days of the Buyer Claim Establishment Date, in addition to whatever other remedies it may have, Buyer shall be entitled until such Buyer Claim Amount is paid in full (a) to offset against amounts otherwise due Seller, including, without limitation, amounts due as part of the Contingent Purchase Price. Any payment made to Buyer by the Seller pursuant to this Article 7 shall constitute a reduction in the Purchase Price hereunder.
Method of Recovery. Any amounts due to the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be satisfied, subject to the limitations set forth in this Section 8 (A) in respect of Offset Claims and Non-Offset Claims, by recourse to the Offset Reserve, subject to the limitations set forth in Section 2.9(b), and (B) in respect of any Non-Offset Claims, by recourse to any Contingent Payments or Accelerated Amount, subject to the limitations set forth in Section 2.9(c). Any amounts due to the Buyer Indemnified Parties pursuant to Section 8.2(c) shall be satisfied, subject to the limitations set forth in this Section 8, by recourse to any Contingent Payments or the Accelerated Amount to the relevant Company Securityholder, subject to the limitations set forth in Section 2.9(d). Without limiting any other rights or remedies available to the Buyer Parties, the Buyer Parties shall be entitled to offset any claim for Losses by a Buyer Indemnified Party pursuant to this Section 8 or any payments due and payable by any Indemnifying Securityholder to Buyer Parties pursuant to this Agreement against payments due and payable by any Buyer Indemnified Party to any Company Indemnified Party under this Agreement.
Method of Recovery. The amount of any indemnification recovery against a Member hereunder shall be applied: (i) first against the outstanding principal and interest (if any) under the Note Consideration received by such Member as set forth on Schedule 2, (ii) second against the Stock Consideration received by such Member as set forth on Schedule 2 (such Stock Consideration reduction at a reference value per Equity Claw-Back Unit of if Parent is not then publicly-traded and/or the recovery is based on a claim of fraud, willful misconduct or material breach of a Fundamental Representation or (y) if Parent is then publicly-traded and the recovery is not based on a claim of fraud, willful misconduct or material breach of a Fundamental Representation) and (iii) third against the Cash Consideration received by Member as set forth on Schedule 2.
Method of Recovery. CRA shall pay to Tildxx xxx the Members the Tildxx Xxxim Amount within ten calendar days after the date such Tildxx Xxxim Amount was determined to be payable to Tildxx xxx the Members pursuant to Section 7.11(a) above.
Method of Recovery. Tildxx xx one or both of the Members shall pay to CRA the Claim Amount within ten calendar days after the date (the "Claim Establishment Date") such Claim Amount was determined to be payable to CRA pursuant to Section 7.3 above. Tildxx xxx the Members shall make any such payment either by transfer to CRA of immediately available funds or by transfer to CRA of Shares or a combination of the foregoing. For these purposes, each Share will be valued at the average of the closing sale prices for the Common Stock as reported on the Nasdaq National Market System for the ten trading days preceding the Claim Establishment Date for the Claim Amount being paid. Such a transfer of Shares shall not violate the restrictions on transfer contained in Section 2.5.
Method of Recovery. The OPS Indemnitees under this Section 6.2 must first recover any amounts due them or any of them arising from valid claims under this Section 6.2 from the Stock Consideration, or so much thereof as remains in escrow at the time the claim is made, in accordance with the terms of the Escrow Agreement, until the Stock Consideration 41
Method of Recovery 

Related to Method of Recovery

  • Method of Billing Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

  • Method of Making Payments Payment and transfer of all amounts owing or to be paid or remitted hereunder, including, without limitation, payment of the Advance Payment by Syndication Parties, and distribution of principal or interest payments or fees or other amounts by the Administrative Agent, shall be by wire transfer in accordance with the instructions contained on Exhibit 15.29 hereto (“Wire Instructions”).

  • Method of Application Applicants for the SORACOM Air Global Service (each such applicant, an “Applicant”) shall apply for the SORACOM Air Global Service via the on-line sign-up in accordance with the procedure specified by SORACOM after the Applicant agrees to the General Terms (such application, the “Application”).

  • Method of Payments Any amount due under this Guarantee shall be paid: (a) in immediately available funds; (b) to such account as the Security Trustee may from time to time notify to the Guarantor; (c) without any form of set-off, cross-claim or condition; and (d) free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.

  • Method of Payment Subject to Section 8.01(c), distributions required to be made to Certificateholders on any Payment Date as provided in Section 5.01 shall be made to each Certificateholder of record on the preceding Record Date by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Payment Date or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register.

  • Method of Allocation The Employer must specify in its Adoption Agreement the manner of allocating each annual Employer contribution to this Trust.

  • Method of Computation To determine the Adviser’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of the Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.

  • Method of Distribution (a) All distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each financial intermediary for which it acts as agent. Each such financial intermediary shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the applicable Certificates. Neither the Trustee nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) The Trustee shall withhold or cause to be withheld such amounts as it reasonably determines are required by the Code (giving full effect to any exemptions from withholding and related certifications required to be furnished by Certificateholders or Certificate Owners and any reductions to withholding by virtue of any bilateral tax treaties and any applicable certification required to be furnished by Certificateholders or Certificate Owners with respect thereto) from distributions to be made to Non-U.S.

  • Method of Calculation All calculations under this Section 4 shall be made to the nearest one hundredth of a share.

  • Method of Service A Notice may be given by: (i) being personally delivered on a Party; (ii) being left at the Party’s current address for service; (iii) being sent to the Party’s current address for service by pre-paid ordinary mail; or (iv) being sent by facsimile transmission to the Party’s current facsimile number for service provided that a copy of the notice is then delivered by one of the means described above.