Clawbacks. The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
Clawbacks. Notwithstanding anything herein to the contrary, if Sempra Energy determines, in its good faith judgment, that if the Executive is required to forfeit or to make any repayment of any compensation or benefit(s) to the Company under the Xxxxxxxx-Xxxxx Act of 2002 or pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any other law or pursuant to any formal policy of Sempra Energy, such forfeiture or repayment shall not constitute Good Reason.
Clawbacks. All incentive-based compensation paid to the Employee hereunder will be subject to the policies of the Company and the Partnership regarding clawbacks of erroneously awarded incentive-based compensation triggered by an accounting restatement, as required by law and approved by the Board in the case of the Company.
Clawbacks. Employee hereby acknowledges and agrees that, notwithstanding any provision of this Agreement to the contrary, Employee will be subject to any legally mandated policy relating to the recovery of compensation, solely to the extent that the Company is required to implement such policy pursuant to applicable law, whether pursuant to the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or otherwise.
Clawbacks. Notwithstanding anything herein to the contrary, (a) if Sempra Energy determines prior to a Change in Control, in its good faith judgment, that the Executive is required to forfeit or to make any repayment of any compensation or benefit(s) to the Company under the Xxxxxxxx-Xxxxx Act of 2002 or pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any other law or listing standards of the national securities exchange that maintains the principal listing for any class of Sempra Energy’s common equity or pursuant to any formal policy of Sempra Energy, or (b) if an arbitrator or court determines following a Change in Control that the Executive is required to forfeit or to make any repayment of any compensation or benefit(s) to the Company under the Xxxxxxxx-Xxxxx Act of 2002 or pursuant to the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act or any other law or listing standards of the national securities exchange that maintains the principal listing for any class of Sempra Energy’s common equity, such forfeiture or repayment shall not constitute Good Reason.
Clawbacks. Please note that any compensation paid to the Employee pursuant to this Agreement is subject to any current or future claw-back policy instituted by the Company to comply with any rules promulgated in the future, if any, pursuant to any law, government regulation or stock exchange listing requirement.
Clawbacks. To the extent that the Partnership is directly or indirectly required to comply with a clawback or other similar obligation with respect to any Fund (a “Clawback Obligation”), upon the written request of the General Partner, Alleghany shall promptly return to the Partnership any distributions received from the Partnership in an amount equal to Alleghany’s pro rata share (based on its Total Percentage Interest) of the excess of (a) such Clawback Obligation less (b) all amounts returned by Alleghany with respect to such Clawback Obligation. Any returned amounts shall be treated as Capital Contributions but shall not affect Alleghany’s Total Percentage Interest. The Partnership shall be entitled to withhold from any distributions otherwise payable to Alleghany a reasonable amount sufficient to reserve for any potential Clawback Obligation. To the extent that any such reserve is not sufficient to satisfy any such Clawback Obligation, the Partnership shall be entitled to offset such deficiency with any amounts due and payable to Alleghany or its Affiliates. Notwithstanding the foregoing, at no time shall any Partner be liable for amounts in excess of amounts distributed to such Partner in connection with any Fund in respect of which a Clawback Obligation is or may be owing. For the avoidance of doubt, Alleghany shall not (i) be required to return to the Partnership any distributions, (ii) be subjected to any withholding or (iii) be subjected to any offset against amounts due and payable to Alleghany, in each case to the extent that a Clawback Obligation relates to any amounts distributed prior to July 31, 2013.
Clawbacks. If any law, rule or regulation applicable to the Company or its Affiliates (including any rule or requirement of any nationally recognized stock exchange on which the stock of the Company or its Affiliates has been listed), or any policy of the Company or its Affiliates reasonably designed to comply therewith, requires the forfeiture or recoupment of any amount paid or payable to the Executive hereunder (or under any other agreement between the Executive and the Company or its Affiliates or under any plan in which the Executive participates), the Executive hereby consents to such forfeiture or recoupment, in each case in the time and manner determined by the Company in its reasonable good faith discretion. Furthermore, if the Executive engages in any act of embezzlement, fraud or dishonesty involving the Company or its Affiliates which results in a financial loss to the Company or its Affiliates, the Company shall be entitled to recoup an amount from the Executive determined by the Company in its reasonable discretion to be commensurate with such financial loss.
Clawbacks. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that if the Executive is required to forfeit or to make any repayment of any compensation or benefit(s) to the Company under the Xxxxxxxx-Xxxxx Act of 2002 or pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any other law, such forfeiture or repayment shall not constitute Good Reason.
Clawbacks. All payments made pursuant to this Agreement are subject to the “clawback” obligations of Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Act, as may be amended from time to time, and any other “clawback” obligations pursuant to applicable law, rule, regulation or Company policy, in each case as consistently applied to all similarly situated executives of the Company.
