Tender Back Provision Clause Samples
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Tender Back Provision. I acknowledge and agree that this Agreement may not be revoked at any time after the expiration of the seven (7) day revocation period described in Section I above and that I will not institute any suit, action or proceeding, whether at law or equity, challenging the enforceability of this Agreement. Should I ever attempt to challenge the terms of this Agreement, attempt to obtain an order declaring this Agreement to be null and void, or institute litigation against the Company or any other Released Party based upon a Claim which is covered by the terms of the release contained in Section II, I will as a condition precedent to such action repay all amounts paid to me or forgiven under the terms of this Agreement. Furthermore, if I do not prevail in an action to challenge this Agreement, to obtain an order declaring this Agreement to be null and void, or in any action against the Company or any other Released Party based upon a Claim which is covered by the release contained in Section II, I shall pay to the Company and/or the appropriate Released Party all their costs and attorneys’ fees incurred in their defense of my action. It is understood and agreed by me and the Company, however, that I shall not be required to repay the amounts paid to me under the terms of this Agreement or pay the Company and/or the appropriate Released Party all their costs and attorneys’ fees incurred in their defense of my action (except those attorneys’ fees or costs specifically authorized under federal or state law) in the event that I seek to challenge my waiver of claims under the Age Discrimination in Employment Act.
Tender Back Provision. Should I ever attempt to challenge the terms of this Agreement, attempt to obtain an order declaring this Agreement to be null and void, or institute litigation against the Company or any other Released Party based upon a Claim which is covered by the terms of the Release contained in Section 2, I will as a condition precedent to such action repay all amounts paid to me under the terms of this Agreement. Furthermore, if I do not prevail in an action to challenge this Agreement, to obtain an order declaring this Agreement to be null and void, or in any action against the Company or any other Released Party based upon a Claim ▇▇▇▇▇ ▇▇▇▇▇▇ Form of Separation Agreement and General Release Page 14 which is covered by the Release contained in Section 2, I shall pay to the Company and/or the appropriate Released Party all their costs and attorneys' fees incurred in their defense of my action. It is understood and agreed by me and the Company, however, that I shall not be required to repay the amounts paid to me under the terms of this Agreement or pay the Company and/or the appropriate Released Party all their costs and attorneys' fees incurred in their defense of my action (except those attorneys' fees or costs specifically authorized under federal or state law) in the event that I seek to challenge my waiver of claims under the Age Discrimination in Employment Act or Section 510 of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1140. TAKE THIS AGREEMENT HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION PERIOD AFFORDED BY SECTION 6 AND YOU SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. Executed this __________ day of __________, 2024 ______________________________________ ▇▇▇▇▇ ▇▇▇▇▇▇ ______________________________________ By the Company ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Chief Legal and Compliance Officer ______________________________________ Name and Title ▇▇▇▇▇ ▇▇▇▇▇▇ Form of Separation Agreement and General Release Page 15 1X Annual Base Salary $837,725.40 1X Target Annual MIP Award $963,384.21 COBRA (18 months) $29,361.42 MIP Award Treatment Prorated 2024 estimate MIP (final amount determined based on 2024 MIP factor) $481,692.11 Previously granted LTIP RPUs are earned on a prorated basis, based upon the number of months worked during the applicable performance period. LTIP awards wil...
Tender Back Provision. If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Section 7 of the Performance Unit Award Agreement, or to return 70% of any unsold shares Grantee still owns of such Performance Units awarded under Section 7 of the Performance Unit Award Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold at the time that Grantee actually sold such share(s). You acknowledge and agree that this covenant does not constitute a penalty clause.
Tender Back Provision. In the event that any provisions of Section 5 are found void, invalid, illegal, or otherwise unenforceable, or, if Executive or any other person or entity commences an action seeking to have a declaration that any of the provisions of Section 5 are void, invalid, illegal, or otherwise unenforceable, the Company’s obligation to pay 70% of the compensation set forth in Sections 4.1 and 4.2, and the outplacement benefits in Section 4.6 shall terminate immediately. Further, in the event Executive breaches or threatens to breach any provisions of Section 4, he/she shall be required to immediately return to the Company 70% of all such benefits set forth in Sections 4.1 and 4.2 that were previously paid, as well as the cash value of all benefits provided pursuant to Section 4.6.
Tender Back Provision. If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Paragraph 2 of the Restricted Stock Unit Agreement, or to return 70% of any unsold shares the Grantee still owns of such RSUs awarded under Paragraph 2 of the Restricted Stock Unit Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold for at the time that the Grantee actually sold such share(s). You acknowledge and agree that this covenant does not constitute a penalty clause.
Tender Back Provision. Employee acknowledges and agrees he will not institute any suit, action or proceeding, whether at law or equity, challenging the enforceability of this Agreement. Should Employee ever attempt to challenge the terms of this Agreement, attempt to obtain an order declaring this Agreement to be null and void, or institute litigation against Company or any Released Party based upon a Claim covered by this Agreement, he will as a condition precedent to such action repay all Compensation paid to him under this Agreement, including all payments and awards provided to him under Section III.A of this Initial: /s/ JF Agreement. Furthermore, if Employee does not prevail in an action to challenge this Agreement, to obtain an order declaring this Agreement to be null and void, or in any action against Company or any Released Party based upon a Claim covered by this Agreement, he shall pay to Company all its costs and attorneys’ fees incurred in its defense of his action. This paragraph is in no way intended to constitute a waiver of Employee’s right to challenge the enforceability of this Agreement as a defense to any action by Company against him for Breach of this Agreement. Under such circumstances, Employee will not be obligated to repay any amounts paid to him under this Agreement. It is understood and agreed Employee shall not be required to repay the amounts paid to him under the terms of this Agreement or pay Company all its costs and attorneys’ fees incurred in its defense of his action (except those attorneys’ fees or costs specifically authorized under federal or state law) in the event Employee seeks to challenge his waiver of claims under the Age Discrimination in Employment Act.
Tender Back Provision. With the exception of any challenge to the enforceability of the ADEA waiver herein, before I ever attempt to challenge the terms of this Agreement, I promise to repay the value of all the benefits provided to me under Section I of this Agreement. And, with the exception of any challenge to the enforceability of the ADEA waiver herein, if I do not prevail in an action to challenge this Agreement or to obtain an order declaring this Agreement to be void, I must pay Cypress and the appropriate Released Party all their costs and attorneys’ fees incurred in their defense of my action.
Tender Back Provision. Should I ever attempt to challenge the terms of this Supplemental Release, attempt to obtain an order declaring this Supplemental Release to be null and void, or institute litigation against the Company or any other Released Party based upon a Claim which is covered by the terms of the Supplemental Release, I will as a condition precedent to such action repay all amounts paid to me under the terms of the Agreement. Furthermore, if I do not prevail in an action to challenge this Supplemental Release, to obtain an order declaring this Supplemental Release to be null and void, or in any action against the Company or any other Released Party based upon a Claim which is covered by the Supplemental Release, I shall pay to the Company and/or the appropriate Released Party all their costs and attorneys' fees incurred in their defense of my action. It is understood and ▇▇▇▇▇ ▇▇▇▇▇▇ Form of Separation Agreement and General Release Page 3 agreed by me and the Company, however, that I shall not be required to repay the amounts paid to me under the terms of the Agreement or pay the Company and/or the appropriate Released Party all their costs and attorneys' fees incurred in their defense of my action (except those attorneys' fees or costs specifically authorized under federal or state law) in the event that I seek to challenge my waiver of claims under the Age Discrimination in Employment Act or Section 510 of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1140.
Tender Back Provision. Should Executive ever attempt to challenge the terms of this Release, attempt to obtain an order declaring this Release to be null and void, or institute litigation against any Released Party based upon a Released Claim which is covered by this Release, Executive will, as a condition precedent to such action, repay to the Company 90% of any amounts previously received of the Transition Payment (with the remaining 10% serving as consideration for the release of claims and other covenants set forth in this Release). Furthermore, if Executive does not prevail in an action to challenge this Release, to obtain an order declaring this Release to be null and void, or in any action against the Company or any other Released Party based upon a Released Claim which is covered by this Release, Executive shall pay to the Company and/or the appropriate Released Party all their costs and attorneys’ fees incurred in their defense of Executive’s action. It is understood and agreed by Executive and the Company, however, that Executive shall not be required to repay 90% of the Transition Payment paid to him under the terms of the Transition Agreement or pay the Company and/or the appropriate Released Party all their costs and attorneys' fees incurred in their defense of Executive’s action (except those attorneys' fees or costs specifically authorized under federal or state law) in the event that Executive seeks to challenge his waiver of claims under the Age Discrimination in Employment Act or Section 510 of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1140.