Underlying Manager Clawback Amounts Sample Clauses

Underlying Manager Clawback Amounts. To the extent that the Members have received distributions of Revenue Share Proceeds pursuant to Section 5.1(b) that are attributable to a Sponsored Fund and the Company is obligated to return distributions, indirectly through an Underlying Manager, to such Sponsored Fund with respect to a clawback obligation or other liability (including any indemnification obligations in respect of such Sponsored Fund but not including any contribution obligations to fund investments or expenses (other than, for the avoidance of doubt, any such other liabilities) of such Sponsored Fund in connection with any SF Seed Capital Contribution requirements and, in each case, as required pursuant to the governing documentation of such Sponsored Fund) in excess of any reserves maintained therefor by the Company pursuant to Section 5.4, the Members shall contribute to the Company an amount equal to 100% of the amount required to be returned to such Sponsored Fund, but only in proportion to the amount of distributions with respect to such Sponsored Fund previously received by such Members (i.e., severally, not jointly); provided, that no Member shall be obligated to contribute an amount in excess of the aggregate amount of such distributions with respect to such Sponsored Fund previously received by such Member (less any Presumed Tax Liability with respect to such distributions and less any amounts previously contributed by such Member with respect to such Sponsored Fund pursuant to this Section 3.1(d)).