Look-Back Provision Sample Clauses

A Look-Back Provision is a contractual clause that allows parties to review and adjust certain terms or calculations based on information or events that occur after an initial date but relate to an earlier period. For example, in financial agreements, this provision might permit the recalculation of interest rates, payments, or performance metrics using data that becomes available after the fact, such as finalized financial statements or market rates. The core practical function of a Look-Back Provision is to ensure fairness and accuracy by allowing adjustments when relevant information was not available at the original calculation date, thereby reducing the risk of miscalculation or inequity due to timing issues.
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Look-Back Provision. As a condition of making the PDC Loan, Agency requires an IRR look back provision and IRR test to determine if the rate of return for the Parking Structure exceeds the IRR level set by the Parties. If Redeveloper’s IRR exceeds the targeted rate of twelve percent (12%), the Redeveloper shall pay additional interest, when the PDC Loan is due, in an amount that reduces the IRR to the target level. The amount of interest paid shall not exceed the difference in the market rate interest and the actual interest paid over the twenty year term of the PDC Loan. The market rate interest shall be deemed to be equal to the initial interest rate charged on the senior permanent lender’s loans at senior permanent loan closing.
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Look-Back Provision. During the period following 90 days after Closing, as herein defined, in the event that a third party makes an offer to purchase all of the right, title and interest in and unto the interests of Imperial at Coquille Bay on terms and conditions that
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Look-Back Provision. Employees who, for the previous nine (9) months, have on average worked forty (40) hours or more per pay period will upon request be granted benefits, appropriate to the number of hours worked. These employees will forfeit the per diem differential in lieu of benefits. Employees must maintain the forty (40) hours per pay period average which will be reviewed on a quarterly basis in order to remain eligible for benefits.
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Look-Back Provision. If the Company or any of its Affiliates consummates, or enters into a binding agreement to consummate, a Look-back Event within six (6) months following the Call Closing Date then, upon consummation of such Look-back Event, each Holder shall be entitled to receive from the Company an amount in Cash, payable by wire transfer of immediately available funds to an account designated by such Holder, equal to the product of (x) the excess, if any, of the applicable Look-back Value over the Call Price, multiplied by (y) the amount of Common Shares sold by such Holder pursuant to the Company’s exercise of the Call Right.
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Look-Back Provision. Upon sale of the property there will be a review the Project’s Internal Rate of Return (IRR) to determine if it met or exceeded a 20% IRR. If the Project exceeds 20%, the Redeveloper will be required to repay a portion of the assistance not to exceed 50% of the total.
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Related to Look-Back Provision

  • Clawback Provision Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • Additional Section 409A Provisions Notwithstanding any provision in this Agreement to the contrary— (a) Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (b) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (c) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (d) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

  • Section 409A Provisions The payment of Shares under this Agreement is intended to be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption set forth in Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred compensation” to the Participant under Section 409A is otherwise payable or distributable to the Participant under the Plan or this Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise (including, but not limited to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short-term deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code Section 409A and that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.