Limited Partner Giveback Sample Clauses

Limited Partner Giveback. Subject to Section 16.3.2 and Section 16.4 (Other Sources of Recovery), the Fund may require the Partners to return distributions to the Fund to the extent not previously returned in an amount sufficient to satisfy all or any portion of the indemnification and other obligations of the Fund pursuant to Section 16.2 (Indemnification of Covered Persons), whether such obligations or liabilities arise before or after the last day of the Term or, with respect to any Partner, before or after such Partner’s withdrawal from the Fund, provided that the Partners shall return distributions with respect to their share of any such indemnification obligation or liability as follows: if the obligation or liability arises out of a Portfolio Investment: first, by each Partner returning amounts distributed to such Partner in connection with such Portfolio Investment in the reverse order in which such amounts were originally distributed pursuant to Section 14.1 (General) so that each Limited Partner retains cumulative distributions from the Fund (net of any returns of distributions pursuant to this Section 16.3 (Limited Partner Giveback) and pursuant to Section 14.7 (Clawback)) equal to the cumulative amount that would have been distributed to and retained by such Partner had the amount originally distributed with respect to such Portfolio Investment been, at the time of such distribution, reduced by the amount of such obligation or liability; and thereafter, by the Partners in proportion to their Sharing Percentage with respect to such Portfolio Investment; or in any other circumstances, in the reverse order in which distributions were originally made pursuant to Section 14.1 (General) so that each Limited Partner retains cumulative distributions from the Fund (net of any returns of distributions under this Section 16.3 (Limited Partner Giveback) and under Section 14.7 (Clawback)) following such return equal to the cumulative amount that would have been distributed to and retained by such Partner taking into account all Capital Contributions and other payments made by each Partner to the Fund and all distributions made to each Partner by the Fund as of the date of determination. A Limited Partner’s aggregate liability under this Section 16.3 (Limited Partner Giveback) is limited to an amount equal to the lesser of (i) [30]% of all distributions received by such Limited Partner from the Fund, and (ii) [25]% of such Limited Partner’s Commitment. Notwithstanding the foregoing, ...
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Limited Partner Giveback. (a) 16.3.1 Subject to Section 16.3.216.3(b)
Sample 1
Limited Partner Giveback. Except as required by the Act or other applicable law, no Limited Partner will be required to repay to the Partnership, any Partner or any creditor of the Partnership all or any part of the distributions made to such Limited Partner pursuant to Article III; provided that, to the maximum extent permitted by law and subject to the limitations set forth in Section 5.2(d), each Partner (including any former Partner) may be required to return distributions made to such Partner or former Partner in an amount up to, but in no event in excess of, the aggregate amount of distributions actually received by such Partner from the Partnership or any Alternative Investment Vehicle (i) for the purpose of meeting such Partner’s share of the Partnership’s indemnity obligations under Sections 4.4 and 5.4(g), or (ii) if the Partnership is required to return the Investment Proceeds of an Investment. If, notwithstanding the terms of this Agreement, it is determined under applicable law that any Partner has received a distribution which is required to be returned to or for the account of the Partnership, any Partner or Partnership creditors, then the obligation under applicable law of any Partner to return all or any part of a distribution made to such Partner will be the obligation of such Partner and not of any other Partner. Any amount returned by a Partner pursuant to this Section 5.2 will be treated as a contribution of capital to the Partnership.‌
Sample 1
Limited Partner Giveback. Except as required by the Act or other applicable law or as otherwise expressly set forth herein, no Limited Partner shall be required to repay to the Partnership, any Partner or any creditor of the Partnership all or any part of the distributions made to such Limited Partner pursuant hereto; provided, that, subject to the limitations set forth in Section 5.2(c) below, the General Partner may require a Limited Partner (including any former Limited Partner) to return distributions made to such Limited Partner or former Limited Partner for the purpose of meeting such Limited Partner’s pro rata share of the Partnership’s indemnity obligations under Sections 4.4 and 5.4(f), or any liabilities or obligations of the Partnership relating to or arising out of the investment or other activities of the Partnership, in an amount up to, but in no event in excess of, the aggregate amount of distributions actually received by such Limited Partner from the Partnership; provided, further, that a Partner shall be required to return any distribution that was made to such Partner in error within 30 days of the completion of the audit for the year in which such distribution was made. However, if, notwithstanding the terms of this Agreement, it is determined under applicable law that any Limited Partner has received a distribution that is required to be returned to or for the account of the Partnership or Partnership creditors, then the obligation under applicable law of any Limited Partner to return all or any part of a distribution made to such Limited Partner shall be the obligation of such Limited Partner and not of any other Partner. Any amount returned by a Limited Partner pursuant to this Section 5.2(b) shall be treated as a contribution of capital to the Partnership but such amount shall not reduce the Unfunded Commitment of any Limited Partner. For the avoidance of doubt, the General Partner shall be required to return (at the same time as Limited Partners) its pro rata portion (as provided below) of any amounts required to be returned by Limited Partners under this Section 5.2(b) after deduction of amounts set off under Section 5.2(c)(iii). Each Partner’s share shall be determined as the amount that would result in such Partner retaining cumulative distributions from the Partnership (net of any returns of distributions under this Section 5.2(b) or under Section 9.4) equal to the cumulative amount that would have been distributed to and retained by such Partner had th...
Sample 1
Limited Partner Giveback. 4.12.1 Subject to Clause 4.12.2, and upon request of the General Partner, each Limited Partner shall, in addition to its obligations under Clause 4.8.2, return distributions made to such Limited Partner for the purpose of meeting such Limited Partner’s pro rata share of any Partnership obligation or liability arising from: 4.12.2 The obligation to return any distribution under Clause 4.12.1 will cease at
Sample 1
Limited Partner Giveback. 6.10.1 Subject to Clauses 6.10.4 and 6.5, but otherwise to the maximum extent permitted by law, Limited Partners (including following the dissolution of the Partnership, as former Limited Partners (“Former Limited Partners”) may be required by the Manager or a Liquidating Trustee to return an amount of distributions made to such Limited Partners or Former Limited Partners at any time prior to the earlier of (a) the second anniversary of the date of the relevant distribution(s) to be returned; or (b) the second anniversary of dissolution of the Partnership, (or, in either case, such later period as determined in accordance with Clause 6.10.2 below) for the purpose of meeting the Partnership's indemnification obligations under Clause 12.3. 6.10.2 If, immediately before the end of the period referred to in Clause 6.10.1, there is pending or threatened any legal action, suit or proceedings or any claim has been made, in either case, against the Partnership or a person entitled to be indemnified under Clause 12.3 or any liability actual or contingent exists which may entitle a person to be indemnified by the Partnership under Clause 12.3 (any of the foregoing a “Claim”), the Manager or Liquidating Trustee shall so notify the Limited Partners and former Limited Partners at such time (which notice shall include a brief description of each Claim) and the obligation of the Limited Partners to return any distributions for the purpose specified in Clause 6.10.1 shall survive such period with respect to each such Claim set forth in such notice (or any related action, suit, proceeding, claim or liability based upon the same or a similar Claim) until the date that such Claim is ultimately resolved and/or satisfied. 6.10.3 Subject to Clause 6.10.4, the share of each Limited Partner or Former Limited Partner of the amount of distribution to be returned to the Partnership (the “Return Amount”) shall be its Percentage Interest of distributions (other than carried interest distributions made to the Carried Interest Partner) made by the Partnership taking such distribution in the reverse order in which they were made up to an amount equal to the Return Amount. If a Limited Partner or Former Limited Partner is required to return distributions that were made to it in repayment of its Outstanding Loans, the amount thereof returned pursuant to Clause 6.10.1 shall be treated as a Loan Commitment and shall be treated as a reduction in its Undrawn Commitment (if any) for the purpose...
Sample 1
Limited Partner Giveback and Section 16.4 (Other Sources of Recovery.), the Fund may require the Partners to return distributions to the Fund to the extent not previously returned in an amount sufficient to satisfy all or any portion of the indemnification and other obligations of the Fund pursuant to Section 16.2 (Indemnification of Covered Persons.), whether such obligations or liabilities arise before or after the last day of the Term or, with respect to any Partner, before or after such Partner’'s withdrawal from the Fund, provided that the Partners shall return distributions with respect to their share of any such indemnification obligation or liability as follows:
Sample 1
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Limited Partner Giveback survive until the date that each such Proceeding is ultimately resolved and satisfied, and (B) the second[third anniversary] of the end of the Term of the Fund. Any amounts returned by a Partner pursuant to this Section 16.3 (Limited Partner Giveback.) shall be treated as reductions of the applicable distribution amounts received by such Partner and shall not be treated as Capital Contributions; provided, that for purposes of calculating the accrual of the Preferred Return with respect to each Limited Partner such amounts shall be treated as having been received by suchthe Limited Partner as distributions when initially received and returned by suchthe Limited Partner when actually returned. Nothing in this Section 16.3 (Limited Partner Giveback.), express or implied, is intended or shall be construed to give any Person other than the Fund or the Partners any legal or equitable right, remedy or claim under or with respect to this Section 16.3 (Limited Partner Giveback.) or any provision contained herein.
Sample 1
Limited Partner Giveback 
Sample 1

Related to Limited Partner Giveback

  • 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).

  • 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.

  • 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.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • 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: (a) the Company consents in writing to the admission of the transferee into the Partnership as a substituted Limited Partner, which consent may be granted or denied in the sole discretion of the Company; and (b) the transferring Limited Partner and the transferring Limited Partner’s transferee execute and deliver such instruments as the Company deems necessary or desirable to effect such substitution; and (c) such transferee accepts, assumes and agrees in writing to be bound by all of the terms, conditions and provisions of this Agreement; and (d) such transferee pays all reasonable expenses connected with such substitution.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to the transferee executing and delivering to the General Partner an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the General Partner) and the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.4 are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and will continue to be true to the extent required by such representations and warranties. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of OP Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d) and Section 14.3(e), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent and, subject to any applicable requirements of Regulation 14A pursuant to the Exchange Act or successor provision, no other disclosure regarding the proposed merger, consolidation or conversion shall be required. (b) Except as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to this Agreement adopted pursuant to Article XIII, would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be. (c) Except as provided in Section 14.3(d) and Section 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or articles of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of limited liability under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) of any Limited Partner as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the General Partner determines that the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained. (e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another limited liability entity if (i) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (iii) the Partnership is the Surviving Business Entity in such merger or consolidation, (iv) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (v) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding immediately prior to the effective date of such merger or consolidation. (f) Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (i) effect any amendment to this Agreement or (ii) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

  • 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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