General Partner Clawback Sample Clauses

General Partner Clawback. If, following an Event of Dissolution, winding up and termination of the Partnership and the distribution of all or substantially all of the Partnership Assets, the General Partner has received aggregate distributions pursuant to Section 4.07(c)(iii) and Section 4.07(d) which are in excess of the amount that would have otherwise been distributable to the General Partner pursuant to such sections, determined on an aggregate basis taking into account all Partnership transactions, then the General Partner shall be obligated to return promptly to the Partnership such excess amount by means of a payment made directly to the Partnership by or on behalf of the General Partner; provided, that the amount payable by the General Partner to the Partnership pursuant to this Section 6.05 shall in no event exceed the cumulative distributions received by the General Partner pursuant to Section 4.07(c)(iii) and Section 4.07(d) less any applicable income taxes with respect to the Carried Interest (determined at the Assumed Income Tax Rate) (any such amount, the “Clawback Amount”). The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations under this Section 6.05 in respect of such Clawback Amount.
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General Partner Clawback. (a) The obligations of General Partner pursuant to this section shall be calculated separately for each Limited Partner.
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General Partner Clawback. The Partners acknowledge and agree that the Partnership may be obligated to make payments to the Funds under Section 10.04(b) of the Fund Partnership Agreements (the "CLAWBACK OBLIGATION"). The Partnership shall satisfy the Clawback Obligation,
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General Partner Clawback. (a) If as of the Clawback Determination Date, distributions of Carried Interest to the General Partner have been made with respect to any Limited Partner (other than a Defaulting Limited Partner) and the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner exceeds 20% of the sum of (I) the Cumulative Net Distributions with respect to such Limited Partner and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess amount being the “Excess 20% Amount”), determined after giving effect to all transactions through the Clawback Determination Date, then the General Partner shall be obligated to return promptly to the Partnership the Clawback Amount with respect to such Limited Partner. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations (the “Clawback Obligation”) under this Section 9.4 in respect of such Limited Partner. The Partnership shall distribute any amount so returned to such Limited Partner. Payments pursuant to this Section 9.4(a) may be made by or on behalf of the General Partner either in cash or, at the election of the General Partner, by the return of securities previously distributed to the General Partner by the Partnership valued at their Fair Market Value at the time returned to the Partnership.
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General Partner Clawback. Upon the completion of the winding-up of the Partnership, immediately prior to effecting any extension of the term of the Partnership pursuant to Section 10.3, and at any time when the Partners are required to return distributions to the Partnership pursuant to Section 5.5, the General Partner will be required to repay to the Partnership, for distribution to the Limited Partners (including to the General Partner in its capacity as a Limited Partner) Any amounts payable by the General Partner pursuant to this Section 5.4 shall be paid by the General Partner that such repayment is due and shall be paid to each Limited Partner in proportion to the amount of any insufficiency described in clause guaranteed by (i) hereof or any excess described in clause (ii) hereof which is borne by such Limited Partner. The repayment obligations of the General Partner pursuant to this Section 5.4 shall (a) be paid in cash for any amounts being returned with respect to all amounts of Carried Interest previously distributed to the General Partner in cash; provided, however, the General Partner may return non-cash distributions of Carried Interest such that the amount of non-cash distributions returned to the Partnership is proportionate to the non-cash distributions of Carried Interest which have been received by the General Partner as of such date; and (b) be provided, however, that nothing herein shall cause to have any greater payment obligations than would otherwise be due and payable pursuant to this Section 5.4. For the avoidance of doubt, in the event of any return of non-cash distributions pursuant to this Section 5.4 or Section 5.5, the value of such non-cash distributions shall be deemed to be the fair market value of such non-cash distributions, as determined by the General Partner, on the date of such distributions’ return to the Partnership. In the event the Partners are required to return distributions to the Partnership pursuant to Section 5.5 hereof, the General Partner shall determine if it is necessary for the General Partner to return any distributions of Carried Interest pursuant to this Section 5.4 after taking into account the return of such distributions pursuant to Section 5.5. This Section 5.4 shall survive any termination of this Agreement.
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General Partner Clawback. If at the date of termination of the Partnership, after giving effect to all distributions made pursuant to Articles 6 and 7 with respect to the Limited Partners, either:
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General Partner Clawback. (a) If as of the Final Clawback Determination Date, distributions of Carried Interest to the General Partner have been made with respect to any non-Defaulting Limited Partner and the aggregate distributions of Carried Interest to the General Partner with respect to any Limited Partner minus any Interim General Partner Clawback Amount with respect to any Limited Partner exceeds 20% of the sum of (I) the Cumulative Net Distributions with respect to such Limited Partner and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner minus any Interim General Partner Clawback Amount with respect to any Limited Partner, determined after giving effect to all transactions through the Final Clawback Determination Date, then the General Partner shall be obligated to return promptly to the Partnership, first, out of payments from the Escrow Account under Section 3.4(c) and, thereafter, out of payments made directly to the Partnership by or on behalf of the General Partner, an amount (the “Final Clawback Amount”) equal to the lesser of (x) the Excess 20% Amount with respect to such Limited Partner and (y) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner. The payment of the Final Clawback Amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations under this Section 9.4 in respect of such Limited Partner. The Partnership shall distribute any Final Clawback Amount so returned to such Limited Partner.
Sample 1
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General Partner Clawback. (a) If, following the dissolution, winding up and termination of the Partnership and the distribution of all or substantially all of the Partnership’s assets (the date of such event being the “Clawback Determination Date”), distributions of Carried Interest to the General Partner have been made with respect to any Limited Partner and either (i) the cumulative distributions to such Limited Partner of Investment Proceeds do not equal or exceed the sum of (A) the aggregate amount of Capital Contributions (including returns of distributions pursuant to Section 5.2(b) made by such Limited Partner) and (B) a Preferred Return on the amount described in clause (A), or (ii) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner exceed 15% of the sum of (A) the cumulative distributions to such Limited Partner of Investment Proceeds over the aggregate amount of Capital Contributions made by such Limited Partner (the amount of such excess being the “Cumulative Net Distributions” with respect to such Limited Partner), and (B) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess, the “
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General Partner Clawback. (a) If, on the first Business Day following the dissolution and winding up of the Partnership and the distribution of all or substantially all of the Partnership’s assets, including the satisfaction of all of the Partnership’s creditors (the “Final Clawback Determination Date”), either:
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Related to General Partner Clawback

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • General Partner Loans The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to the General Partner if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the General Partner, the net proceeds of which are loaned to the Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if any Partner would be personally liable for the repayment of such Debt (unless such Partner otherwise agrees).

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • Partnership Name The name of the Partnership is “OZ Management LP.” The name of the Partnership may be changed from time to time by the General Partner.

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