Common use of Limited Partner Giveback Clause in Contracts

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respect to such Portfolio Investment; or in any other circumstances, in the reverse order in which distributions were originally made pursuant to Section 14.1 (General) so that each Limited Partner retains cumulative distributions from the Fund (net of any returns of distributions under this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, no Limited Partner shall be required to return to the Fund any amount distributed by the Fund to such Limited Partner after the earlier of (A) the second anniversary of such distribution, provided that, if at the end of such period, there are any Proceedings actually taking place against the Fund that the General Partner determines are likely to require the return of such distribution in the future, the General Partner may notify such Limited Partner within thirty (30) days following the end of such period that the obligation to return all or any portion of such distribution for the purpose of meeting the obligations of the Fund shall (subject to clause (B) of this Section 16.3.2) survive until the date that each such Proceeding is ultimately resolved and satisfied, and (B) the second 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 Preferred Return with respect to each Limited Partner such amounts shall be treated as having been received by such Limited Partner as distributions when initially received and returned by such 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.

Limited Partner Giveback. 3.1 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: : 16.3.1.1 if the obligation or liability arises out of a Portfolio Investment: : (a) 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 and (b) thereafter, by the Partners in proportion to their Sharing Percentage with respect to such Portfolio Investment; or or 16.3.1.2 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, no Limited Partner shall be required to return to the Fund any amount distributed by the Fund to such Limited Partner after the earlier of (A) the second anniversary of such distribution, provided that, if at the end of such period, there are any Proceedings actually taking place against the Fund that the General Partner determines are likely to require the return of such distribution in the future, the General Partner may notify such Limited Partner within thirty (30) days following the end of such period that the obligation to return all or any portion of such distribution for the purpose of meeting the obligations of the Fund shall (subject to clause (B) of this Section 16.3.2) survive until the date that each such Proceeding is ultimately resolved and satisfied, and (B) the second 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 Preferred Return with respect to each Limited Partner such amounts shall be treated as having been received by such Limited Partner as distributions when initially received and returned by such 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.

Limited Partner Giveback. ‌ 16.3.1 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: : 16.3.1.1 if the obligation or liability arises out of a Portfolio Investment: : (a) 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 and (b) thereafter, by the Partners in proportion to their Sharing Percentage with respect to such Portfolio Investment; or or 16.3.1.2 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. . 16.3.2 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, no Limited Partner shall be required to return to the Fund any amount distributed by the Fund to such Limited Partner after the earlier of (A) the second anniversary of such distribution, provided that, if at the end of such period, there are any Proceedings actually taking place against the Fund that the General Partner determines are likely to require the return of such distribution in the future, the General Partner may notify such Limited Partner within thirty (30) days following the end of such period that the obligation to return all or any portion of such distribution for the purpose of meeting the obligations of the Fund shall (subject to clause (B) of this Section 16.3.2) survive until the date that each such Proceeding is ultimately resolved and satisfied, and (B) the second 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 Preferred Return with respect to each Limited Partner such amounts shall be treated as having been received by such Limited Partner as distributions when initially received and returned by such 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.herein.‌

Limited Partner Giveback. Subject to Section 16.3.2 16.3(b) (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 '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 the 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 14.7(a) (Clawback.)) equal to the cumulative amount that would have been distributed to and retained by such the 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 14.7(a) (Clawback.)) following such return equal to the cumulative amount that would have been distributed to and retained by such the 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 Subject to applicable law148, a Limited Partner’s '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 the Limited Partner from the Fund, and (ii) [25]% 50]% of such the Limited Partner’s 's Commitment. Notwithstanding the foregoingforegoing but subject to applicable law, no Limited Partner shall be required to return to the Fund any amount distributed by the Fund to such the Limited Partner after the earlier of (A) the second anniversary [third anniversary] of such distribution, provided that, if at the end of such period, there are any Proceedings actually taking place against the Fund that the General Partner determines are likely to require the return of such distribution in the future, the General Partner may notify such the Limited Partner within thirty ([30) ] days following the end of such period that the obligation to return all or any portion of such distribution for the purpose of meeting the obligations of the Fund shall will (subject to clause (B) of this Section 16.3.216.3(b) (Limited Partner Giveback.)) survive until the date that each such Proceeding is ultimately resolved and satisfied, and (B) the second anniversary [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 such the Limited Partner as distributions when initially received and returned by such the 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.).