Seller Earnout Units (Distributions. Notwithstanding anything in this Article IV to the contrary, for all purposes of this Article IV, if, as of any date for distribution with respect to Partnership Units (other than Tax Distributions, which shall be paid to all Seller Earnout Units), any Seller Earnout Units remain issued and outstanding, then (a) the Partnership shall pay a distribution with respect to each Participating Seller Earnout Unit (if any) that is equal to the amount of the distribution paid in respect of a Common Unit on such distribution date and (b) the Partnership shall reserve an amount with respect to each Non-Participating Seller Earnout Unit (if any) that is equal to the amount of the distribution paid in respect of a Common Unit on such distribution date (together with any prior reserved amounts with respect to such Seller Earnout Unit, a “Reserve Amount”). If a Triggering Event occurs with respect to a Seller Earnout Unit that has a Reserve Amount at the time of such Triggering Event, the Partnership shall establish a record date for payment of a distribution to the holder of such Seller Earnout Unit with respect to which the Triggering Event has occurred and, subject to Section 4.5, pay a distribution with respect to each such Seller Earnout Unit equal to the cumulative Reserve Amount with respect to such Seller Earnout Unit. If a Triggering Event does not occur with respect to any Seller Earnout Unit prior to the Earnout Termination Date, the cumulative Reserve Amount with respect to such Seller Earnout Unit shall be released back to the Partnership without further liability of the Partnership.
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Samples: Blue Owl Capital Inc., Blue Owl Capital Inc., Blue Owl Capital Inc.
