Recoupment Provisions Sample Clauses

Recoupment Provisions. (a) Subject to the clawback provisions of the Xxxxxxxx-Xxxxx Act of 2002, the Compensation Committee may, in its sole discretion, direct that the Company recoup, and upon demand by the Company the Grantee agrees to return to the Company, all or a portion of any Shares paid to the Grantee hereunder computed using financial information or performance metrics later found to be materially inaccurate. The number of Shares to be recovered shall be equal to the excess of the number of Shares paid out over the number of Shares that would have been paid out had such financial information or performance metric been fairly stated at the time the payout was made. (b) The Compensation Committee may direct recoupment of Shares pursuant to Section 19(a) of this Agreement whether or not it directs recoupment of related AIAP payouts. The Compensation Committee also may amend a yearly AIAP payout percent for purposes of recoupment of Shares under this Agreement without directing recoupment of related AIAP payouts. (c) If the Company reasonably determines that the Grantee has materially violated any of the Grantee’s obligations under Sections 17 or 18 of this Agreement, then effective the date on which such violation began, (i) any Performance Shares that have not yet vested and been paid to the Grantee under this Agreement shall be forfeited and cancelled, and (ii) the Company may, in its sole discretion, recoup any and all of the Shares previously paid to the Grantee under this Agreement. (d) If after a demand for recoupment of Shares under Section 19 of this Agreement, the Grantee fails to return such Shares to the Company, the Grantee acknowledges that the Company (or the Company through the actions of any of its subsidiaries employing the Grantee, if applicable) has the right to effect the recovery of the then current value of such Shares and the amount of its court costs, attorneys’ fees and other costs and expenses incurred in connection with enforcing this Agreement by (i) deducting (subject to applicable law and the terms and conditions of the Plan) from any amounts the Company (and if applicable, any subsidiary of the Company employing the Grantee) owes to the Grantee (including, but not limited to, wages or other compensation), (ii) withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that otherwise would have been made in accordance with the Company’s or any of its subsi...
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Recoupment Provisions. Payments made under this Agreement that are in the form of incentive or bonus payments or benefits may be subject to any clawback or recoupment policies and procedures that are required under applicable law.
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Recoupment Provisions. (a.) Subject to the clawback provisions of the Xxxxxxxx-Xxxxx Act of 2002, the Compensation Committee may, in its sole discretion, direct that the Company recoup, and upon demand by the Company the Grantee agrees to return to the Company, all or a portion of any amount paid to the Grantee hereunder computed using financial information or performance metrics later found to be materially inaccurate. The amount to be recovered shall be equal to the excess of the amount paid out over the amount that would have been paid out had such financial information or performance metric been fairly stated at the time the payout was made.
Sample 1
Recoupment Provisions. Buyer acknowledges and agrees that, except in the case of Fraud or a breach of, or inaccuracy in, a Fundamental Representation, its sole source of recovery from the Seller Parties for any breach of representation or warranty in this Agreement shall be from the Indemnification Escrow Amount. Notwithstanding any provision in this Article VIII to the contrary, except in the case of Fraud, (x) each Seller Party’s liability for any Losses (i) relating to or arising out of any Fundamental Representation made by such Seller Party in Article IV or (ii) arising out of any breach or violation of, or failure to perform, any covenant or agreement of such Seller Party set forth in Section 7.10, is several and not joint, (y) the Seller Parties shall not be required to indemnify any Buyer Indemnitee for any amount in excess of the Purchase Price, and (z) no Seller Party shall have any liability therefor under this Article VIII in an amount in excess of the sum of the Purchase Price (including any portion of the Debt Distribution Amount) actually delivered to such Seller Party or such Seller’s Related Parties. Notwithstanding the foregoing or anything to the contrary in this Agreement, (a) Trott shall be jointly and severally liable with (i) Trott-ATA, LLC, (ii) ATI Holding, Inc., (iii) Kxxxxxxx X. Xxxxx Revocable Trust UAD 6-11-1993, as amended, (iv) 2012 Irrevocable Grantor Trust f/b/o Cxxxxxxx Xxxxxxxxx Xxxxx, (v) 2012 Irrevocable Grantor Trust f/b/o Txxxxx Xxxx Txxxx, (vi) 2012 Irrevocable Grantor Trust f/b/o Dxxxx Xxxx Xxxxx, Xx., (vii) 2010 Irrevocable Grantor Trust f/b/o Cxxxxxxx Xxxxxxxxx Xxxxx, (viii) 2010 Irrevocable Grantor Trust f/b/o Txxxxx Xxxx Trott, and (ix) 2010 Irrevocable Grantor Trust f/b/o Dxxxx Xxxx Xxxxx, Xx., (each, a “Trott Seller”, and, collectively, the “Trott Sellers”) for any liability of Trott or any Trott Seller under this Agreement or any Other Transaction Document, and (b) Rothfuss shall be jointly and severally liable with (i) Intitle Agency, Inc. and (ii) Rothfuss Family Legacy Trust UAD 12-12-2012 (the “Rothfuss Sellers”) for any liability of Rothfuss or any Rothfuss Seller under this Agreement or any Other Transaction Document.
Sample 1
Recoupment Provisions. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover Common Shares or cash that were issued or paid pursuant to an Award under the Plan to a Participant with respect to the period covered by the restatement as set forth herein. If the issuance of Common Shares or payment of cash would have been lower had the achievement of applicable financial performance targets been calculated based on such restated financial results, the Committee may, if it determines appropriate in its sole discretion, to the extent permitted by law, recover from the Participant the portion of the Common Shares issued or cash paid in excess of the amount that would have been made based on the restated financial results. Unless otherwise required by applicable laws or stock exchange listing standards, the Company will not seek to recover Awards issued or paid based on materially inaccurate financial results that are restated more than three years after the date the Company filed the original report with the Securities and Exchange Commission that contained such financial results. This Section 12.2 is in addition to, and not in lieu of, any requirements under the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any other applicable law, regulation, rule or stock exchange listing standard and shall apply notwithstanding anything to the contrary in the Plan. The Committee, in its discretion, may include in any Agreement additional recoupment provisions that provide for the Participant’s repayment of stock (or the value of stock) received under an Award.
Sample 1
Recoupment Provisions. Purchaser acknowledges and agrees that its sole source of indemnification and recovery for Losses and any payment due by Seller to Purchaser under Article IX or Section 6.04(i) (each a “Seller Payment”) shall be made from the following sources and in the following order of priority: (a) first, subject to the provisions of Article IX and Section 6.04(i), from the Indemnity Escrow Amount; (b) second, from the RWI Policy; and (c) third, subject to the provisions of Article IX and Section 6.04(i), from Seller. Notwithstanding anything contained herein, Seller shall not have any liability under this Agreement or arising out of this Agreement in an aggregate amount in excess of one hundred percent (100%) of the Purchase Price.
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Recoupment Provisions 
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Related to Recoupment Provisions

  • Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.

  • Other Pertinent Provisions Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

  • General Payment Provisions All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

  • Attachment B, Payment Provisions The payment provisions are amended as follows:

  • Adjustment Provisions This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

  • Administrative Provisions (a) Replies to grievances at Step 2 of the grievance procedure and notification to arbitrate shall be by certified mail, courier or by facsimile. (b) Grievances, replies, and notification shall be deemed to have been presented on the date on which they were verifiably transmitted, and received on the date they were delivered to the appropriate office of the Employer or the Union.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • SAVINGS PROVISIONS If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, such provisions will not be deemed valid and subsisting except to the extent permitted by law, but all other provisions will continue in full force and effect.

  • Insurance Provisions Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. The County reserves the right to request the declarations pages showing all endorsements and a complete certified copy of the policy. In addition, all Subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall ensure that all Subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow Subcontractors to work if Subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every Subcontractor and to receive proof of insurance prior to allowing any Subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time. All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self- insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report. If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following: a. In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or Subcontractor’s performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and b. Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and c. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured. Upon notice of any actual or alleged claim or loss arising out of Subcontractor’s work hereunder, Subcontractor shall immediately satisfy in full the SIR provisions of the policy in order to trigger coverage for the Contractor and Additional Insureds. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

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