Disgorgement of Profits Sample Clauses

Disgorgement of Profits. If, at any time or from time to time during the Standstill Period, any Stockholder or Stockholder Affiliate violates Section 2.a of this Standstill Agreement and acquires and then resells, exchanges or otherwise transfers such Search Securities, Search shall have the right to force the Stockholders and/or Stockholder Affiliates to promptly pay to Search in cash an amount of money equal to the greater of (i) the amount of money or other consideration received by the Stockholders and/or Stockholder Affiliates upon any such resale, exchange or other transfer of such Search Securities, and (ii) the market value of the Search Securities.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Disgorgement of Profits. 14. The SFO and Rolls-Royce agree that £258,170,000 is the amount of profit gained as a result of the alleged offences described in the Indictment and Statement of Facts. Therefore Rolls- Royce agrees to disgorge this amount, as set out at paragraph 16 below, and to pay this amount to the SFO for onward transmission to the Consolidated Fund, and failure to do so will constitute a breach of this Agreement. Subject to any finding of bad faith on the part of the SFO, payment of the disgorgement of profits is final and shall not be refunded.
Sample 1Sample 2
Disgorgement of Profits. In the event a Material Breach Event occurs, at any time thereafter upon delivery of written notice by the Company, each Shareholder shall be obligated to deliver promptly (and, in any event, no later than five (5) Business Days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (i) the aggregate gross proceeds previously received by such Shareholder (or his or its Permitted Transferee) from the Company or any other Person in connection with the Transfer by such Shareholder or his or its Permitted Transferees of any Purchased Securities and Option Shares (including, without limitation, pursuant to the exercise of all Puts and Calls) prior to the date of such Material Breach Event over (ii) the Cost of all Purchased Securities and Option Shares, as applicable, previously purchased by the Company or any other Person from such Shareholder or his or its Permitted Transferees.
Sample 1Sample 2
Disgorgement of Profits. If the Contractor breaches any of the agreements contained in this Section 6, then, in addition to any other rights or remedies which the Company may have, the Company shall have the right to an accounting and repayment of all profits or other benefits directly realized as a result of any such breach, to collect any damages caused by such breach in addition to those specifically listed herein, and to enforce any legal or equitable remedy (including injunctive relief) that it may have against the Contractor to prevent further injury to the Company resulting from such breach.
Sample 1
Disgorgement of Profits. 16. The SFO and Standard Bank agree that US $8,400,000 is the amount of profit gained as a result of the alleged offence described in the draft Indictment and Statement of Facts. Therefore Standard Bank agrees to disgorge this amount and to pay this amount to the SFO for onward transmission to the Consolidated Fund. Standard Bank will pay this sum within seven (7) days of the Court's declaration under Schedule 17 section 8(1) and (3) of the Crime and Courts Xxx 0000 and, subject to paragraph 17 below, failure to do so will constitute a breach of this Agreement. The disgorgement of profits is final and shall not be refunded.
Sample 1
Disgorgement of Profits. As a term of settlement with the Securities & Exchange Commission (SEC), Xxxxxxx has agreed to consent to an order by the US District Court that he pay USD $26,125.40 to the SEC for distribution to the persons who purchased the Greyfield shares sold by Xxxxxxx. This represents the amount of compensation Xxxxxxx received in connection with the Greyfield scheme. Order
Sample 1
Disgorgement of Profits. Fiessel shall pay to the United States Securities and Exchange Commission (SEC)USD $147,486.60 plus pre-judgment interest for distribution to the persons who purchased the Greyfield shares sold by Fiessel. This amount represents the profits from the sale of Greyfield shares directed by Fiessel less the amount of Xxxxxxx’x compensation, which Xxxxxxx has undertaken to disgorge. This amount is due and payable immediately without further demand, upon execution of this Settlement Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Disgorgement of Profits

  • Recovery of Erroneous Payments Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

  • Compensation and Indemnification of Trustee and Its Prior Claim The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the parties shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim.

  • Expenses; Taxes; Attorneys’ Fees The Borrowers will pay, not later than 15 days after receipt of a reasonably detailed invoice therefor, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (d), (e), (f), (j), (k) and (l) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable and documented out-of-pocket fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (d), (e), (f), (j), (k) and (l) below, each Lender, provided that the obligation to reimburse expenses of counsel shall be limited to one law firm for each Agent and, in the event of a conflict of interest, one additional law firm, together with one additional counsel in each applicable jurisdiction), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) [intentionally deleted], or (n) the receipt by any Agent or any Lender of any advice from any accountants, auditors, appraisers, advisors or consultants with respect to any of the foregoing; provided, however, the foregoing to the contrary notwithstanding, that no Loan Party shall have any obligation to any Agent or any Lender under this Section 12.04 with respect to any Environmental Liabilities and Costs to the extent excluded from the obligations pursuant to Section 12.16(b) or with respect to any other obligations to the extent that such obligations (i) are caused by the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction, (ii) arise from any dispute between or among any agent or any Lender, on the one hand, and ACON and/or the Borrowers or any of their Affiliates, on the other hand, to the extent that ACON and/or the Borrowers or any of their Affiliates prevails in such dispute, as determined by a final judgment of a court of competent jurisdiction, and (iii) any dispute solely among the Agents and Lenders and not involving the Loan Parties. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) the Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, and (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed not later than 15 days after receipt of a reasonably detailed invoice therefor. The obligations of the Borrowers under this Section 12.04 shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents.

  • Payment of Costs and Legal Fees and Reinstatement of Benefits In the event any dispute or controversy arising under or in connection with the Executive’s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all legal fees incurred by the Executive in resolving such dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

  • Enforcement Expenses The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!