Partner Giveback. The Fund may require Partners to return distributions to the Fund in an amount sufficient to satisfy all or any portion of the indemnification and other obligations of the Fund (the “Partner Giveback”). The responsibility for the Partner Giveback shall be allocated pro rata based on the amounts distributed to the Partners. The Partner Giveback shall be subject to the following: (i) the maximum Partner Giveback is 20% of the aggregate distributions received by such Partner; and (ii) prior to any Limited Partner Giveback, the Fund shall have expended amounts received from (a) insurance, (b) other parties obligated to indemnify the Fund, and (c) the remaining Capital Commitments.
Partner Giveback. Except as required by the Act, 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 (i) subject to the limitations set forth in Section 6.3(c), 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 Section 6.7 or other Partnership obligations arising out of any Proceeding against the Partnership, to the extent that such Partnership obligations result in such Partner having received more than such Partner would have received if such Partnership obligations had been satisfied by the Partnership prior to the date of such distributions, 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, and (ii) a Partner shall be required to return any distribution that was made to such Partner in error. Any amount returned by a Limited Partner pursuant to this Section 6.3(b) shall be treated as a contribution of capital to the Partnership. A Partner’s share of the giveback obligation under this Section 6.3 will be based on the amount of distributions received by such Partner arising out of the Portfolio Investment giving rise to the Partnership’s indemnity obligations under Section 6.7 or other Partnership obligation; provided that, if such obligations are not related to a particular Portfolio Investment, amounts required to be returned under this Section 6.3 will be funded out of distributions generally and a Partner’s share of the giveback obligation with respect thereto will be its pro rata share based on the Partners’ respective Capital Contributions.
Partner Giveback. Except as required by Section 3.4(d), the Act or other applicable law, 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 to Article III hereof. Notwithstanding the foregoing and subject to the limitations set forth in paragraphs (c) and (d) below, each Limited Partner (including any former Limited Partner), severally and not jointly, may be required to return distributions made to such Limited Partner or former Limited Partner (or any of its predecessors in interest) for the purpose of meeting such Limited Partner’s share of the Partnership’s (i) indemnity obligations under Sections 4.3 or (ii) obligations arising out of transactions involving Investments as set forth in paragraph (c) below, and, provided further, that no Limited Partner shall be required to pay any amounts under this Section 5.2(b) arising out of transactions involving Investments to the extent that such obligations are attributable to the fraud, willful misconduct or gross negligence of the General Partner or other Indemnified Party, as applicable. However, if, notwithstanding the terms of this Agreement, it is determined under applicable law that any Limited Partner has received a distribution which 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 Limited Partner. Any amount returned by a Limited Partner pursuant to this Section 5.2 shall be treated as a Capital Contribution to the Partnership. The General Partner will endeavor to notify each Limited Partner promptly upon becoming aware of any claim or other matter which would require the return of distributions pursuant to this Section 5.2(b); provided that a failure to so notify any Limited Partner shall not relieve such Limited Partner of its obligations under this Section 5.2.
