Member Giveback. Except as required by applicable law, Section 7.3, or Section 7.6, no Member will be required to repay to the Fund, any Member, or any creditor of the Fund, all or any part of the Distributions made to that Member.
Member Giveback. (a) If the Fund incurs any Liability, the Advisor may recall distributions made pursuant to this Agreement pro rata according to the amount that such Liability would have reduced the distributions received by the Members pursuant to this Agreement had such Liability been incurred by the Fund prior to the time such distributions were made (in each case, which recalled amounts shall be funded by the Members within 10 (1) Business Days after the date of any notice in the form of a Capital Call Notice or other written request by the Administrator), but in no event shall any Member be required, by applicable law, to contribute amounts pursuant to this Article VI.6 that in the aggregate exceed the lesser of (i) the aggregate amount of distributions (excluding distributions in respect of Tax Amounts attributable to the Carried Interest) received by such Member from the Fund pursuant to this Agreement and (ii) 20% of such Member’s Subscription Amount (other than with respect to returns of Carried Interest distributions). Following any return of distributions pursuant to this Article VI.6(a), the amount of the Advisor’s giveback obligation pursuant to Article VI.9 shall be adjusted accordingly.
(b) Any amounts contributed by a Member pursuant to Article VI.6(a) shall be credited to such Member’s Capital Account but shall not constitute a Capital Contribution hereunder. Any debit pursuant to Article II.2 on account of a Liability shall be allocated to the Members’ Capital Accounts after crediting the contributions required by this Article VI.6 to the Members’ Capital Accounts.
(c) A Member’s obligation to make contributions under this Article VI.6 shall survive the dissolution, liquidation, winding up and termination of the Fund; provided that, no Member shall be required to return any distribution pursuant to this Article VI.6 after the third anniversary of the Fund’s final liquidating distribution; provided, further, that such period shall toll if the Administrator has provided notice to the Members at any time before the expiration of such period that (x) the Fund is in the process of litigating, arbitrating, settling or otherwise resolving any Fund Expense or matter that may involve a liability of the Fund, or (y) the Administrator believes that there is a reasonable likelihood that the Fund will be required to return proceeds from an investment to any other investment counterparty. The Fund may pursue and enforce all rights and remedies it may have against each...
Member Giveback. Except as required by applicable law, Section 7.3, or Section 7.6, no Member will be required to repay to the Company, any Member, or any creditor of the Company, all or any part of the Distributions made to that Member.
Member Giveback. In the event of any recontribution of distributions required of all investors in the Fund pursuant to the terms of the Fund Agreement, including Section 11.2 thereof (a “Member Giveback”), each Member that has participated directly or indirectly in such distributions shall be required to participate in such required recontribution on a ratable basis, consistent with the intent of the relevant provisions of the Fund Agreement. Recontribution obligations shall, to the fullest extent permitted by applicable law, survive and remain in full force and effect and shall not be terminated by the fact that a Member has ceased to be a Member of the Company.
