Release from Commitments Sample Clauses
The 'Release from Commitments' clause serves to formally discharge one or more parties from their obligations under an agreement. In practice, this clause specifies the conditions or events—such as fulfillment of certain duties, payment, or mutual consent—under which commitments are considered satisfied and no longer binding. By clearly outlining when and how parties are released from their contractual responsibilities, this clause helps prevent future disputes and ensures that all parties understand when their obligations have ended.
Release from Commitments. If the SEC issues an order granting the exemptive relief necessary for TCW Direct Lending LLC (the “Prior Fund”) to implement the Spin-Off contemplated in Section 10.5 of the Second Amended and Restated Limited Liability Company Agreement of the Prior Fund, as it may be further amended and restated from time to time (the “Prior Fund LLC Agreement”), then during the period between the Initial Closing Date and the end of the Closing Period (the “Roll-over Period”), (a) any holder of limited liability company units of the Prior Fund (“Prior Fund Units”) that enters into a Subscription Agreement for the purchase of Common Units (a “Participating Prior Fund Investor”) and that exchanges one or more Prior Fund Units for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement and (b) any other Common Unitholder (a “Participating Other Investor”) that purchases shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) may, at the election of such Participating Prior Fund Investor or Participating Other Investor and prior to the expiration of the Roll-over Period, seek to be relieved of all or part of such Common Unitholder’s Commitment to the extent set forth below by requesting that the Company repurchase one or more of the Common Units subscribed for by such Participating Prior Fund Investor or Participating Other Investor (such Common Units, “Roll-over Units”), at an aggregate purchase price equal to (a) the Aggregate Contributions with respect to such Common Unitholder in respect of such Roll-over Units, reduced by (b) any distributions that represent return of capital or recouped principal amount of Portfolio Investments; provided, that the aggregate Undrawn Commitment attributable to Roll-over Units that may be repurchased by the Company from any Participating Prior Fund Investor or Participating Other Investor pursuant to this 6.1.7 will not exceed (x) in the case of a Participating Prior Fund Investor, the net asset value of the Prior Fund Units exchanged by such Participating Prior Fund Investor for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement, determined as of the date on which such Prior Fund Units were so exchanged or (y) in the case of a Participating Other Investor, t...