Right of Recoupment Sample Clauses

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Right of Recoupment. In the event that a court of competent jurisdiction awards damages to a Party for breach of this Agreement by the other Party, which award (or the judgment upon which the award is based) is either not appealable or not appealed within the time permitted for appeal, and the other Party fails to satisfy such award, in whole or in part, within the time permitted for payment, such Party shall be entitled to recoup the amount of such damages award (or the unpaid portion thereof, as applicable) out of the royalties payable by such Party to the other Party pursuant to this Article 7.
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Right of Recoupment. The Grant of the Units is expressly made subject to and conditioned on the following understanding. Participant acknowledges and agrees that if (i) the financial results of the Corporation for its fiscal year immediately preceding the Date of Grant are restated and (ii) the Compensation Committee of the Board of Directors of the Corporation (“Committee”) determines, in its sole discretion, that (A) Participant engaged in conduct that caused or partially caused the need for the restatement and (B) a lesser Grant would have been made to Participant under this Agreement based on the restated financial results then (i) the Corporation shall have the right to recoup from Participant the amount of any overpayment of compensation attributable to the Grant or such other amount, up to the full compensation realized by Participant with respect to the Grant, as the Committee determines, in its sole discretion, based on its review of the relevant facts (“Recoupment Amount”) and (ii) the Corporation shall have the right to effect such recoupment by (A) cancelling unvested Units or other options or restricted stock units held by Participant, (B) to the extent permitted by law, offsetting such recoupment obligation against any other obligation of the Corporation to Participant, or (C) demanding repayment from Participant. In the event that a restatement impacts more than one fiscal year, the Corporation may exercise this recoupment right with respect to each fiscal year that is subject to restatement. This recoupment right shall be a separate contract right enforceable by the Corporation against Participant and shall be in addition to, and not in substitution for, any and all other rights or remedies that the Corporation may have against Participant with respect to Participant’s conduct and the restatement, including any right the Corporation may have under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Corporation shall also be entitled to (i) interest on the Recoupment Amount at a reasonable rate of interest and (ii) to reimbursement of all costs of collection.
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Right of Recoupment. The Grant of the Units is expressly made subject to and conditioned on the “Right of Recoupment” provisions in the Plan.
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Right of Recoupment. Company and its affiliates have no right to recoup or offset any monies owed to Distributor or a third party by Company or its affiliates against any outstanding liability to Company or its affiliates by Distributor. Company and Distributor agree that all transactions contemplated by this Agreement, including, but not limited to, all deliveries and sales of product and all credit card sales, are considered to be one, integrated transaction.
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Right of Recoupment. The Grant of the Option is expressly made subject to and conditioned on the “Right of Recoupment” provisions in the Plan.
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Related to Right of Recoupment

  • Right of Recovery KFHPWA has the right to recover excess payment whenever it has paid allowable expenses in excess of the maximum amount of payment necessary to satisfy the intent of this provision. KFHPWA may recover excess payment from any person to whom or for whom payment was made or any other issuers or plans. Questions about Coordination of Benefits? Contact the State Insurance Department.

  • Right of Rescission Customer may rescind this Agreement within three (3) business days after receiving this Agreement by contacting Clearview Energy by phone or in writing. This Agreement is not legally binding until the rescission period has expired and you have not, directly or indirectly, rescinded your selection. The Customer is liable for all Clearview Energy charges until the Customer returns to the EDC or another supplier.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • Right of Reimbursement Each Revolving Credit Lender agrees to reimburse the Issuing Lender on demand, pro rata in accordance with its respective Revolving Credit Percentage, for (i) the reasonable out-of-pocket costs and expenses of the Issuing Lender to be reimbursed by the Borrower pursuant to any Letter of Credit Agreement or any Letter of Credit, to the extent not reimbursed by the Borrower or any other Credit Party and (ii) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, reasonable out-of-pocket expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Issuing Lender in any way relating to or arising out of this Agreement (including Section 3.6(c) hereof), any Letter of Credit, any documentation or any transaction relating thereto, or any Letter of Credit Agreement, to the extent not reimbursed by the Borrower, except to the extent that such liabilities, losses, costs or expenses were incurred by Issuing Lender as a result of Issuing Lender’s gross negligence or willful misconduct or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.