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 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. 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. 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. 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 2.5.2. In the event that CRA is not paid the full Claim Amount within ten calendar days of the Claim Establishment Date, in addition to whatever other remedies it may have, CRA shall be entitled until such Claim Amount is paid in full (a) to offset against amounts otherwise due Tildxx xxx the Members, including, without limitation, amounts due the Members under the Consulting Agreements and (b) to prohibit any transfer, sale or disposition of the Shares.
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. 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 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
