Common use of Advisor Give Back Clause in Contracts

Advisor Give Back. If, after the final distribution of the Fund’s assets among the Members as provided in Article VI.1 and Article IX.4, with respect to each Member, the amount of Carried Interest actually distributed to the Advisor with respect to any such Member exceeds the amount of Carried Interest that would have been distributed to the Advisor in respect of such Member had all of the distributions made by the Fund in respect of such Member been made as of the date of such final distribution, then the Advisor shall contribute to the Fund, and the Fund shall, subject to the Act, promptly following receipt, distribute to such Member, such excess amount; provided that the Advisor shall not be obligated to make capital contributions with respect to any Member pursuant to this Article VI.9 in excess of an amount equal to (x) 100% of the net amount of Carried Interest distributions made to the Advisor with respect to such Member during the life of the Fund and not otherwise returned to the Fund or such Member by the Advisor (or its beneficial owners), minus (y) aggregate Tax Amounts attributable to the Carried Interest with respect to such Member. The Advisor shall be obligated to restore its negative Capital Account, if any, only to the extent otherwise set forth in this Article VI.9. The calculation of the amount that the Advisor shall contribute to the Fund pursuant to this Article VI.9 with respect to each Member shall be made after giving effect to any return of distributions made by such Member to the Fund pursuant to Article VI.6.