Clawback Obligations Sample Clauses

Clawback Obligations. (a) With respect to each TPG Fund, RemainCo I shall be responsible for the RemainCo Clawback Obligations that correspond to the equity interests received by RemainCo I from TPG OG I pursuant to ARTICLE 2, RemainCo II shall be responsible for the RemainCo Clawback Obligations that correspond to the equity interests received by RemainCo II from TPG OG II pursuant to ARTICLE 2 and RemainCo III shall be responsible for the RemainCo Clawback Obligations that correspond to the equity interests received by RemainCo III from TPG OG III pursuant to ARTICLE 2, and in each case, the organizational documents of the applicable Carry Vehicles shall provide that the applicable RemainCo Partnership is the primary obligor with respect to such RemainCo Clawback Obligations. Each TPG OG Partnership shall be responsible for its respective TPG OG Clawback Obligations with respect to each TPG Fund.
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Clawback Obligations. You shall remain liable for your portion (based on the percentage that the amount of aggregate After-Tax Carried Interest Proceeds with respect to ECP II distributed or deemed distributed to you represents of the amount of aggregate After-Tax Carried Interest Proceeds with respect to ECP II distributed or deemed distributed directly or indirectly to all members of EP II) of any Interim GP Clawback Amount, Final Clawback Amount, Giveback Obligation or indemnification liabilities or other contingent liabilities for extraordinary expenses of EP II, such as litigation. Your obligations under the Guarantee (as such term is defined in the ECP II Partnership Agreement) of ECP II with respect to obligations of EP II to the limited partners of ECP II shall also survive the Effective Date in accordance with the terms thereof. All distributions of Carried Interest Proceeds in respect of ECP II to which you are entitled may be subject to 100% holdback (the “Holdback Percentage”) by the Company in respect of any future obligations which you may have pursuant to this Section C.5 (notwithstanding any amounts placed in escrow pursuant to the ECP II Partnership Agreement); provided further that you shall be entitled to receive from the Company cash advances (“Tax Advances”) in an amount sufficient to pay any tax liability with respect to taxable income to you in respect of distributions of Carried Interest Proceeds deemed distributed to you, which are subject to holdback by the Company pursuant to this Section C.5; and provided further that, until the aggregate amount of all Tax Advances made to you pursuant to this Section C.5 are repaid in full, the Company shall have the right of set-off to apply any amounts payable to you pursuant to this Agreement against the amount of any Tax Advances made to you pursuant to this Section C.5 which have not been repaid in full by you.
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Clawback Obligations. (a) Following the final liquidating distribution of assets pursuant to Section 8.2, if there have been any Carry Distributions, the General Partner shall determine the additional amount of Return Distributions (the “Gross Clawback Amount”), if any, that would need to have been distributed to the General Partner in connection with such final liquidating distribution so that each of the following would have been true:
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Clawback Obligations 
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Related to Clawback Obligations

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

  • Advances; Payments (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone (promptly confirmed thereafter by telecopy or other form of written transmission) or other similar form of written transmission. Each Lender shall make the amount of such Lender's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind.

  • Unfunded Obligations The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

  • Unsecured Obligations The obligations of the Company to the Purchasers under the Subordinated Notes shall be unsecured.

  • Nature of Reimbursement Obligations The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for:

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

  • Contribution with Respect to Guaranteed Obligations (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

  • Exit Obligations Upon (i) voluntary or involuntary termination of Employee’s employment or (ii) the Company’s request at any time during Employee’s employment, Employee shall (a) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell phones, smartphones, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its business associates or created by Employee in connection with Employee’s employment by the Company; and (b) delete or destroy all copies of any such documents and materials following return to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in Employee’s possession or control.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the Borrower does not reimburse the Agent and the Banks on the date specified in, and in accordance with, Section 4.2.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

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