Managing Member’s Clawback Obligation Sample Clauses

Managing Member’s Clawback Obligation. Upon final dissolution of the Company, the Managing Member shall contribute to the Company the amount, if any, by which Carried Distributions previously received by the Managing Member exceed the net amount of distributions properly made to it pursuant to Section 4.1(b) over the life of the Company (the “Clawback Obligation”).
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Managing Member’s Clawback Obligation. Within 30 days following the final distribution to the Members pursuant to Section 7.2, the Managing Member must restore funds to the Company (the “Clawback Payment”) for distribution to the Members to the extent that the Managing Member received cumulative Carried Distributions in excess of amounts otherwise distributable to it pursuant to the distribution formula set forth in Section 4.3, applied on an aggregate basis for each Member covering all distributions, either because (i) the distributions to a particular Member failed to provide a return of its Capital Contributions plus the cumulative return provided for in Sections 4.1(b)(1)(i) and 4.1(b)(2)(ii), or (ii) the aggregate distributions received by the particular Member have been sufficient to provide that Member with a return of its Capital Contributions plus the cumulative return provided for in Sections 4.1(b)(1)(i) and 4.1(b)(2)(ii), but the aggregate Carried Distributions received by the Managing Member with respect to that Member exceed 20% of the amount by which those aggregate distributions to that Member exceed the aggregate Capital Contributions made by that Member. The Company shall distribute the Clawback Payment calculated for a Member pursuant to this Section 4.1(b)(3) to that Member. Notwithstanding the foregoing, the amount of the Clawback Payment shall not exceed the aggregate amount of Carried Distributions received by the Managing Member under this Agreement multiplied by 100% minus the Assumed Tax Rate. Upon final dissolution of the Company, the Managing Member shall contribute to the Company the amount, if any, by which Carried Distributions previously received by the Managing Member exceed the net amount of distributions properly made to it pursuant to Section 4.1(b) over the life of the Company (the “Clawback Obligation”).
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Related to Managing Member’s Clawback Obligation

  • 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).

  • Member Loans The Member may make loans (“Member Loans”) to the Company, which shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the Member.

  • Partner Loans Upon the approval of the General Partner, any Partner may make loans to the Partnership, which shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the General Partner. No Partner shall be required to make a loan to the Partnership unless such Partner has agreed to make such loan.

  • 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).

  • Members Capital Contributions (a) Initial Capital Contribution. The initial Capital Contribution described on Schedule 1 (the “Property”) was made by the previous Member.

  • 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.

  • Advances Payments Non Funding Lenders Information Actions in Concert (a) ADVANCES; PAYMENTS. (i) By 12:30 p.m. (New York time) on the date of Agent's receipt of a Notice of Revolving Credit Advance, Agent shall notify Revolving Credit Lenders thereof by telecopy, telephone or other similar form of transmission. Each Lender shall make the amount of such Lender's Pro Rata Share of each 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 2:00 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 the Borrower designated by Holdings in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Representative Capacity; Nonrecourse Obligations A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.

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