The retroactive effectiveness clause stipulates that the terms and conditions of a contract will be considered effective from a date prior to the actual execution date of the agreement. This allows any actions taken within the specified retroactive period to be covered and governed by the contract, providing legal validity to pre-contractual conduct.
2. Retroactive Effectiveness. This Amendment shall be effective as of December 31st, 2022 and at all times thereafter, with the same force and effect as if this Amendment had been executed on that date.
In the event of any required Restatement (as defined below), RH (together with its subsidiaries and affiliates, the “Company”) shall recover reasonably promptly from any person, who is or was a Covered Officer (as defined below) of the Company, the amount of any Erroneously Awarded Incentive-Based Compensation (as defined below). The Board of Directors of RH (the “Board”) has adopted this Incentive Compensation Recoupment Policy (the “Policy”) in accordance with the listing standards of the NYSE with retroactive effectiveness as of October 2, 2023, the effective date of Section 303A.14 of the NYSE’s listing requirements (such date, the “Effective Date”). The Company’s obligation to recover Erroneously Awarded Incentive-Based Compensation is not dependent on if or when the restated financial statements are filed with the Securities and Exchange Commission.
This Master Liquidity Risk Management Addendum (this “Addendum”), dated as of October 31, 2019, with retroactive effectiveness as may be described herein, and is attached to and made part of all those respective Administration, Bookkeeping and Pricing Services Agreement(s) identified in Appendix II, each by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”) and ALPS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the Funds applicable to such Agreement.
a.Effectiveness of this Policy. This Policy is adopted as of December 1, 2023, with retroactive effectiveness as of October 2, 2023 (the “Effective Date”).
Dodd-Frank Compensation Recoupment Policy of Cencora, Inc. Adopted as of November 8, 2023, with retroactive effectiveness from October 2, 2023
Adopted to go into effect on December 1, 2023, with retroactive effectiveness to the Effective Date
3. Effectiveness; Conditions Precedent. This Amendment shall become effective on the Sixth Amendment Execution Date, with retroactive effectiveness as of the Sixth Amendment Effective Date, upon the satisfaction of each of the following conditions precedent:
CarGurus, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Clawback Policy (this “Policy”) as described below. This Policy is adopted to go into effect on October 31, 2023, with retroactive effectiveness as of October 2, 2023 (the “Effective Date”). This Policy supersedes the Company’s Compensation Clawback Policy adopted on August 4, 2020.
Adopted to go into effect on December 1, 2023, with retroactive effectiveness to the Effective Date
Section A-3. Effective Date; Term. This Policy is adopted as of November 15, 2023 with retroactive effectiveness as of October 2, 2023 (the “Effective Date”). Article B of this Policy applies to Incentive-Based Compensation that is Received by any Executive Officer on or after the Effective Date as described in Section B-2 below. As of the Effective Date, this Policy supersedes the Company’s Incentive Compensation Recoupment Policy then in effect (the “Prior Policy”) with respect to Covered Compensation granted on or after the Effective Date. The Prior Policy continues to apply with respect to Covered Compensation granted prior to the Effective Date.
(b) Engagement to Provide Support. As of the date of the closing of the Merger (the “Closing Date”), and with retroactive effectiveness from the date of the Merger Agreement, Parent and the Company, jointly and severally, hereby engage BBH to arrange for Blackstone’s Portfolio Operations group to render to them and their respective subsidiaries Ops Support (as defined below). To that end, BBH intends to make available to Parent and the Company and their respective subsidiaries the services customarily provided by Blackstone’s Portfolio Operations group to Blackstone’s private equity portfolio companies (the “Ops Support”), and the Company agrees to accept the amount and type of Ops Support as may be determined by the Portfolio Operations group, in its sole discretion, to be warranted and appropriate. BBH may, at any time, choose not to provide any such services.
We are subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. We cannot predict the future impact of such standards and requirements which are subject to change and can have retroactive effectiveness. We continue to monitor the status of these laws and regulations.
(b) Engagement to Provide Support. As of the date of the closing of the Merger (the “Closing Date”), and with retroactive effectiveness from the date of the Merger Agreement, Parent and the Company, jointly and severally, hereby engage BBH to arrange for Blackstone’s Portfolio Operations group to render to them and their respective subsidiaries Ops Support (as defined below). To that end, BBH intends to make available to Parent and the Company and their respective subsidiaries the services customarily provided by Blackstone’s Portfolio Operations group to Blackstone’s private equity portfolio companies (the “Ops Support”), and the Company agrees to accept the amount and type of Ops Support as may be determined by the Portfolio Operations group, in its sole discretion, to be warranted and appropriate. BBH may, at any time, choose not to provide any such services.
The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for the protection of the environment. The Company continues to monitor the status of these laws and regulations. However, the Company cannot predict the future impact of such standards and requirements on its business, which are subject to change and can have retroactive effectiveness.
On March 27, 2020, Rich Wheeless, entered into a consulting agreement (the “Consulting Agreement”) with the Company and was appointed Chief Financial Officer, with retroactive effectiveness as of March 1, 2020. On April 6, 2020, Rich Wheeless was appointed Chief Executive Officer.
On March 27, 2020, Rich Wheeless, entered into a consulting agreement (the “Consulting Agreement”) with the Company and was appointed Chief Financial Officer, with retroactive effectiveness as of March 1, 2020. On April 6, 2020, Rich Wheeless was appointed Chief Executive Officer.
Warrants outstanding and exercisable as June 30, 2021 (reflecting the retroactive effectiveness of the extension of 2,050,000 warrants described above) were:
Retroactive contractual adjustments may be imposed on the pharmacies through execution of new contracts between pharmacy services administration organizations and PBMs with retroactive effectiveness. These contractual adjustments typically impose new lowered effective rate calculations on previously dispensed medications resulting in a PBM overpayment, which is later recouped with or without notice to the pharmacy. DIR fees and other PBM fees are generally not disclosed at adjudication and may change throughout the year. These adjustments and the resultant fees may not be predictable or avoidable and can adversely affect our revenues, cash flow, and profitability.
Retroactive effectiveness refers to a provision that allows a contract, agreement, or legislative act to apply to events or actions that occurred prior to the date on which it was officially enacted or signed. This concept is used to ensure that the terms and conditions stipulated are applied as if they had been in effect from an earlier date.
Retroactive effectiveness should be used in situations where it is necessary to validate or enforce actions that have already taken place before the formal execution of a contract or agreement. This can include scenarios such as:
When drafting a clause for retroactive effectiveness, clear and precise language must be used to eliminate any ambiguity. Here is a general template:
Retroactive Effective Date: The parties agree that the terms and conditions of this Agreement shall be deemed to be effective as of [specific date]. All actions taken by either party in connection with this Agreement before the actual date of execution are hereby ratified and confirmed as of the Retroactive Effective Date.
Ensure to customize the template to fit the specific circumstances and requirements of the agreement or contract you are drafting.
Retroactive effectiveness is commonly found in various types of contracts, including but not limited to:
In these contexts, the retroactive clause ensures that all parties are protected and that their actions are recognized as legally binding from the stipulated earlier date.
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