Lookback Sample Clauses

Lookback. (1) Within ninety (90) days of the date of this Agreement, the Board shall submit to the Assistant Deputy Comptroller, for a prior written determination of no supervisory objection, the name, qualifications, and terms of engagement of a proposed independent, third-party consultant to review and provide a written report on the Bank’s suspicious activity monitoring (“Lookback”). Refer to OCC Bulletin 2013-33, “Use and Review of Independent Consultants in Enforcement Actions: Guidance for Bankers” for guidance. The specific requirements of the Lookback have been communicated separately to the Bank in a Supervisory Letter dated June 14, 2019.
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Lookback. (a) If (i) the Termination Date occurs as a result of Executive's termination by the Company without Cause or Executive's resignation for Good Reason and (ii) within one year after the Termination Date either (x) a Transfer of Common Stock by an Investor occurs (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries) or (y) a Sale of the Company occurs, then Executive will be entitled to receive from the Company the benefit of such Transfer or Sale of the Company that Executive would have been entitled to receive had the Termination Date not occurred. Thus, (1) if either a Transfer or a Sale of the Company occurs within one year after the Termination Date and the Company or the Investors have repurchased any Executive Stock pursuant to the Repurchase Option (such repurchased shares of Executive Stock being "Repurchased Stock"), then the Company will pay to Executive the excess, if any, of (A) the amount of net proceeds Executive would have been entitled to receive for the shares of Repurchased Stock that Executive would have been permitted to sell in connection with the Transfer or Sale of the Company had the Termination Date not occurred and had Executive still owned such shares over (B) the amount actually received by Executive for such shares from the Company and/or the Investors pursuant to the Repurchase Option and (2) without duplication of the payments made to Executive pursuant to clause (1) above and only with respect to Management Options that expired on the Termination Date, if a Sale of the Company occurs within one year of the Termination Date, then the Company will pay to Executive the excess, if any, of (X) the amount of net proceeds Executive would have received with respect to Management Option Shares that Executive would have held if (I) the Termination Date had not occurred, (II) Executive's Management Options that had not become exercisable prior to and expired on the Termination Date had become exercisable in connection with such Sale of the Company, and (III) Executive had exercised the in-the-money Management Options in connection with such Sale of the Company over
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Lookback. (1) Within sixty (60) days of the date of this Agreement, the Branches shall retain the services of a qualified independent Consultant to assess the internal controls in the Bank Secrecy Act (“BSA”) area.
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Lookback. In the event that, during the six (6) month period following the exercise by the Company of its call rights described in subsection (a)(ii) above in connection with the termination of employment of an Initial Individual Member by the Company without Cause (as defined in such Initial Individual Member’s Employment Agreement), either Units are sold in a Disposition or the Company sells all or substantially all of its assets and distributes the proceeds thereof to the Members (an “Asset Sale Distribution”), then the Company shall pay to such Initial Individual Member, in connection with the closing of such Disposition transaction or Asset Sale Distribution, an amount equal to the difference (if item (1), below, is less than item (2), below) between (1) the amount such Initial Individual Member received for such Initial Individual Member’s Units as a result of the Company’s purchase thereof pursuant to subsection (a)(ii), and (2) the amount such Initial Individual Member would have received had such Initial Individual Member either sold such Units in the Disposition or held them on the date of the Asset Sale Distribution.
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Lookback. The Developer acknowledges that the TIF Note will be reduced on a dollar for dollar basis if actual Total Development Costs are less than the amount stated in the TIF Agreement (shown as an exhibit).
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Lookback. Upon the terms and conditions set forth below, Developer shall pay to the Authority 20% (the “Authority’s Share”) of any Cumulative Excess Profit.
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Related to Lookback

  • Prevailing Wage Rate Applicable to Bid Submissions A copy of the applicable prevailing wage rates to be paid or provided are annexed to the Bid Documents. Bidders must submit Bids which are based upon the prevailing hourly wages, and supplements in cash or equivalent benefits (i.e., fringe benefits and any cash or non-cash compensation which are not wages, as defined by law) that equal or exceed the applicable prevailing wage rate(s) for the location where the work is to be performed. Bidders may not submit Bids based upon hourly wage rates and supplements below the applicable prevailing wage rates as established by the New York State Department of Labor. Bids that fail to comply with this requirement will be disqualified.

  • Accrual of Annual Leave (1). Full-time employees appointed for more than nine (9) months, except employees on academic year appointments, shall accrue annual leave at the rate of 6.769 hours biweekly or 14.667 hours per month (or a number of hours that is directly proportionate to the number of days worked during less than a full-pay period for full-time employees), and the hours accrued shall be credited at the conclusion of each pay period or, upon termination, at the effective date of termination. Employees may accrue annual leave in excess of the year end maximum during a calendar year. Employees with accrued annual leave in excess of the year end maximum as of December 31, shall have any excess converted to sick leave on an hour-for-hour basis on January 1 of each year.

  • No-­‐Activation Period Registry Operator shall not activate any names in the DNS zone for the Registry TLD (except for "NIC") until at least 120 calendar days after the effective date of this agreement. Registry Operator may allocate names (subject to subsection 6.2 below) during this period only if Registry Operator causes registrants to be clearly informed of the inability to activate names until the No-­‐Activation Period ends.

  • Holiday Falling on a Scheduled Workday An employee who works on a designated holiday which is a scheduled workday shall be compensated at the rate of double-time for hours worked, plus a day off in lieu of the holiday; except for Christmas and New Year's when the compensation shall be at the rate of double-time and one-half for hours worked, plus a day off in lieu of the holiday.

  • Use of Annual Leave The Employer may, upon request of a practitioner and with sufficient cause being shown, which may in the circumstances be with little notice, grant that practitioner single days of annual leave for pressing personal emergencies.

  • Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants. Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

  • Holiday Falling on a Day of Rest (a) When a paid holiday falls on an employee's day of rest, the employee shall be entitled to a day off with pay in lieu.

  • Reliance as a Safe Harbor For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

  • Christmas or New Year's Day Off The Employer agrees to make every reasonable effort to ensure that employees required to work shift shall have at least Christmas Day or the following New Year's Day off.

  • Full-Time Only During the year of the leave, seniority shall continue to accumulate. Service for the purposes of vacation and salary progression and other benefits will be retained but will not accumulate during the period of the leave.

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