Reduced Return Clause Samples
The Reduced Return clause establishes the conditions under which a party is entitled to receive a lower amount than originally anticipated, typically in relation to returns on investment, payments, or refunds. In practice, this clause may specify scenarios such as underperformance, partial delivery, or failure to meet certain benchmarks, resulting in a proportional reduction of the amount returned or paid. Its core function is to allocate risk and clarify expectations by outlining how and when reductions in returns are calculated, thereby preventing disputes over payment obligations when agreed-upon standards are not fully met.
Reduced Return. If the Bank shall have determined that any applicable law, regulation, rule or regulatory requirement generally applicable to banks located in California and (collectively in this Section 3.03, “Requirement”) regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any United States federal or state governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its Commitment and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material (which amount shall be determined by the Bank’s reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five (5) Business Days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. The Bank does not presently have knowledge of any new Requirement or any pending change in any existing Requirement which would result in such additional amounts being owed.
Reduced Return. (a) If any Affected Person shall have determined that (i) the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement), (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any corporation controlling such Affected Person with any Capital Adequacy Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person or any corporation controlling such Affected Person and (taking into consideration such Affected Person’s or such corporation’s policies with respect to capital adequacy) determines that the amount of such capital is increased as a consequence of its agreeing to make or making, funding or maintaining any commitment to make purchases of or otherwise to maintain the investment in Pool Receivables or interests therein related to this Agreement or any direct or indirect funding thereof and other commitments in relation thereto, then, within fifteen (15) Business Days of demand of such Affected Person to the Seller through the Administrative Agent, the Seller shall pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any such additional amount or amounts (including calculation thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Seller. In determining such amount or amounts, such Affected Person may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to the Seller than to any of its other similarly situated customers.
(b) Upon receipt by the Seller (i) from the Administrative Agent of notice of any requirement to pay additional amounts pursuant to paragraph (a) above or (ii) of any claim for compensation under Section 2.10, in either case in relation to any lender under the Liquidity Facility Agreements, the Seller may (1) seek a replacement bank or financial institution to acquire and assume all of such lender’s loans and commitments under the Liquidity Facili...
Reduced Return. If the Lender shall have determined that any Change in Law (each, a “Requirement”) regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its Commitment, Loans and obligations hereunder (and which has not been taken into account in computing LIBOR or the Applicable Reserve Requirement) to a level below that which would have been achieved but for such Requirement or compliance therewith (taking into consideration the Lender’s policies with respect to capital or liquidity requirements) by an amount deemed by the Lender to be material (which amount shall be determined by the Lender’s reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within ten (10) Business Days after demand (accompanied by a statement setting forth and explaining the change in such requirement and including all relevant calculations relating thereto) by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction. The determination of such amount by the Lender shall be presumed correct absent manifest error. This covenant shall survive termination of this Agreement and the payment of the Obligations.
Reduced Return. If the Lender shall have determined that any applicable law, regulation, rule or regulatory requirement ("REQUIREMENT") regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's capital as a consequence of its Commitment and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by the Lender to be material (which amount shall be determined by the Lender's reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five (5) Business Days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction; provided, however, that the Borrower shall not be liable for the payment of any such amounts incurred more than one hundred eighty (180) days prior to the date of such demand.
Reduced Return. If, after the date hereof, any Financing Party shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Financing Party or any corporation controlling such Financing Party as a consequence of such Financing Party’s obligations hereunder to a level below that which such Financing Party or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand by such Financing Party the Lessee shall pay to such Financing Party such additional amount or amounts as will compensate such Financing Party for such reduction.
Reduced Return. If any Restructure Lender shall have determined that any new or additional applicable law, regulation, rule or regulatory requirement (collectively, in this Section 5.5, "Requirement") regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by said Restructure Lender with any new or additional request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, in any such case, effective after the Closing Date, has or would have the effect of reducing the rate of return on said Restructure Lender's capital as a consequence of its Restructured Loan and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration said Restructure Lender's policies with respect to capital adequacy) by an amount deemed by said Restructure Lender to be material (which amount shall be determined by said Restructure Lender's reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within thirty (30) Business Days after written demand by said Restructure Lender, the Borrower shall pay to Restructure Agent on behalf of said Restructure Lender such additional amount or amounts as will compensate said Restructure Lender for such reduction. Notwithstanding the foregoing, no additional compensation will be required from the Borrower under this Section 5.5 if the reason for said additional compensation was based solely on said Restructure Lender's failure to comply with any existing or new law, treaty, rule or regulation or requirement. In addition, said Restructure Lender shall promptly notify the Borrower of any proposed request for compensation under this Section 5.5 and shall provide the Borrower with reasonable support therefor. Any request by said Restructure Lender for additional compensation shall be structured to allocate such additional costs over the term of the credit affected thereby. The Borrower may, at its option, replace any Restructure Lender assessing additional charges under this Section 5.5 with a new Restructure Lender with the prior written consent of the Restructure Agent, which consent shall not be unreasonably withheld or delayed; provided, however, the...
Reduced Return. If any Lender shall have determined that the adoption after the date of this Agreement of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations under this Agreement to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction.
Reduced Return. If Bank shall have determined that any applicable law, regulation, rule or regulatory requirement applicable to Bank (collectively in this Section 3.5 "REQUIREMENT") regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any United States federal or state governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Bank's capital as a consequence of its Revolving Commitment and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration Bank's policies with respect to capital adequacy) by an amount deemed by Bank to be material (which amount shall be determined by Bank's reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five Business Days after demand by Bank (including a calculation in reasonable detail of such amount), Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction. Bank does not currently have knowledge of any new Requirement or any pending change in any existing Requirement that would result in such additional amounts being owed.
Reduced Return. If any Lender or the Issuing Bank shall reasonably -------------- have determined that, after the date hereof, the adoption of any applicable law, regulation, rule or regulatory requirement ("Requirement") regarding capital ----------- adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender's or the Issuing Bank's capital as a consequence of its undrawn Commitments and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that Lender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by that Lender or the Issuing Bank, as the case may be, to be material, then from time to time, within five (5) Business Days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay to that Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate that Lender or the Issuing Bank, as the case may be, for such reduction.
Reduced Return. 2.6.1. In the event that on any date Bank shall have reasonably determined that accruing interest hereunder based upon the LIBOR Interest Rate has become unlawful by compliance by Bank in good faith with any applicable law, governmental rule, regulation or order, then, and in any such event, Bank shall promptly give notice thereof to Borrower. In such case, accruing interest hereunder based upon the LIBOR Interest Rate shall be terminated and Borrower shall, at the earlier of the end of each LIBOR Interest Period then in effect or when required by applicable law, repay the advances based upon the LIBOR Interest Rate, together with all interest accrued thereon. In such case, when required by applicable law, interest shall accrue hereunder at a variable rate of interest per annum, which shall change in the manner set forth below, equal to twenty-five (25) basis points in excess of the Prime Commercial Rate.
2.6.2. Bank will promptly notify Borrower of any event of which it has knowledge, occurring on or after the date of this Agreement, which will entitle Bank to compensation pursuant to this Section 2.6 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of Bank, be otherwise disadvantageous to Bank. A certificate of Bank claiming compensation under this Section 2.6 and setting forth in reasonable detail the reasons and the calculation for the additional amount or amounts to be paid to Bank under this Section 2.6 shall be presumed to be correct, which presumption may be rebutted by Borrower. In determining any such amount, Bank shall make its calculations (which shall be set forth in the certificate) reasonably and in good faith using any reasonable averaging and attribution methods (which shall be set forth in the certificate).
2.6.3. In the event that Bank reasonably determines that by reason of (1) any change arising after Closing Date of the Term Loan affecting the interbank Eurocurrency market or affecting the position of Bank with respect to such market, adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBOR Interest Rate then being determined is to be fixed, (2) any change arising after the Closing Date of the Term Loan in any applicable law or governmental rule, regulation or order (or any interpretation thereof, including the introduction of any new law or governmenta...