Repayment and Forfeiture. The Participant specifically recognizes and affirms that each of the covenants contained in Paragraphs C.1 through C.4 of this Agreement is a material and important term of this Agreement that has induced the Company to provide for the award of the PSUs and the LTC Award granted hereunder, the disclosure of Confidential Information referenced herein, and the other promises made by the Company herein. The Participant further agrees that in the event that (i) the Company determines that the Participant has breached any term of Paragraphs C.1 through C.4 or (ii) all or any part of Paragraph C is held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Participant and the Company, in addition to any other remedies at law or in equity the Company may have available to it, the Company may in its sole discretion:
Repayment and Forfeiture. (a) The provisions of Section 2.5.2 of the Plan (which require Grantees to repay to the Firm the value of Restricted Shares, without reduction for related withholding tax, if the Committee determines that all terms and conditions of this Award Agreement were not satisfied) shall apply to this Award (and, for the avoidance of doubt, shall include repayment of all dividends received on Restricted Shares), except that if the condition that was not satisfied would have resulted in the Transfer Restrictions not being removed, then the Fair Market Value of the Shares shall be determined as of the Transferability Date (or any earlier date that the Transfer Restrictions were removed).
Repayment and Forfeiture. Employee agrees that in the event that (i) Employee breaches any term of Sections 3 or 4 hereof or this Section 5, or (ii) Employee challenges the validity of all or any part of this Section 5, and all or any part of this Section 5 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction or an arbitrator in a proceeding between Employee and a Company Entity, in addition to any other remedies at law or in equity the Company may have available to it, the Company shall not be obligated to make any of the payments and may cease to make such payments or to provide for any of the benefits specified in Section 2 hereof, and shall be entitled to recoup from Employee any and all of the value of the payments and benefits provided pursuant to Section 2 hereof that have vested or been paid pursuant to that Section.
Repayment and Forfeiture. The Participant specifically recognizes and affirms that each of the covenants contained in Sections B.1 through B.4 of this Agreement is a material and important term of this Agreement which has induced the Company to provide for the award of the Options granted hereunder, the disclosure of Confidential Information referenced herein, and the other promises made by the Company herein. The Participant further agrees that in the event that (i) the Company determines that the Participant has breached any term of Sections B.1 through B.4 or (ii) all or any part of Section B is held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Participant and the Company, in addition to any other remedies at law or in equity the Company may have available to it, the Company may in its sole discretion:
Repayment and Forfeiture. Employee agrees that in the event that Employee breaches or challenges any term of Sections 2 or 3 hereof, and all or any part of Sections 2 or 3 are found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction or an arbitrator in a proceeding between Employee and Company, in addition to any other remedies at law or in equity the Company may have available to it, the Company shall not be obligated to make any of the payments and may cease to make such payments or to provide for any of the benefits specified in Section 1 hereof, and shall be entitled to recoup from Employee any and all of the value of the payments and benefits provided pursuant to Section 1 hereof that have vested or been paid pursuant to that Section.
Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 8, 9, 10 or 11 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 8, 9, 10, or 11 and all or any part of Paragraphs 8, 9, 10, or 11 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company any payments made under Paragraph 5 and Paragraph 6(b) of this Agreement and (ii) any Awards that vested or may vest following the Termination Date pursuant to subparagraphs 7(b) and 7(c) of this Agreement shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Company. Any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents or other Company policies shall continue in full force and effect. Executive hereby represents and warrants that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees. Executive further agrees that all payments and benefits under this Agreement (including, without limitation, the base salary and all incentive compensation, if and to the extent subject to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), will be subject to any other forfeiture or repayment required under the Xxxx-Xxxxx Act and regulations and rulings issued thereunder.
Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 6, 7 or 8 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 5, 6, 7 or 8 and all or any part of Paragraphs 5, 6, 7 or 8 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company the net, after tax proceeds of any payments made under subparagraph 2(b) of this Agreement and (ii) any Awards that vested or may vest following the Date of Resignation pursuant to subparagraphs 4(b) and 4(c) of this Agreement shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Company. Any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents or other Company policies shall continue in full force and effect. Executive hereby represents and warrants that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees.
Repayment and Forfeiture. (a) The provisions of Section 2.5.3 of the Plan (which require Grantees, as determined by the Firm in its sole discretion, to either return to the Firm Restricted Shares, or to pay to the Firm an amount equal to such Shares’ Fair Market Value (determined at the time such Restricted Shares became Vested or at the time the Transfer Restrictions were released, as applicable), in each case, without reduction for any amounts applied to satisfy withholding tax or other obligations as set forth in Paragraph 5(b), if the Committee determines that all terms and conditions of this Award Agreement were not satisfied) shall apply to this Award. For the avoidance of doubt, the provisions of Section 2.5.3 of the Plan apply to all amounts received under this Award, including all dividends received on Restricted Shares, without reduction for any amount applied to satisfy tax withholding or other obligations in respect of such payment.
Repayment and Forfeiture. (a) The provisions of Section 2.5.3 of the Plan (which require the return or repayment of Shares, without reduction for any amount applied to satisfy tax withholding or other obligations, if the Committee determines that the applicable terms and conditions were not satisfied) apply to all amounts received under this Award, including all dividends received on Restricted Shares.
Repayment and Forfeiture. In the event this Agreement is canceled as a ------------------------ result of
