Final Clawback Amount definition

Final Clawback Amount. As defined in Section 9.4(a).
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Final Clawback Amount. As defined in Section 9.4(a). “Final Closing Date”: The date of the last Subsequent Closing. “Final Distribution”: The distribution described in Section 9.3.
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Final Clawback Amount with respect to such Limited Partner is the greater of (i) an amount such that if such amount were distributed to such Limited Partner, the Cumulative Net Distributions with respect to such Limited Partner (after increase for such amount) would represent a Preferred Return on the amount described in clause (i)(A) above with respect to such Limited Partner, and (ii) the Excess Carried Interest Amount.
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Examples of Final Clawback Amount in a sentence

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  • The Partnership shall distribute any Final Clawback Amount so returned to such Limited Partner.

  • JER Fund IV and JERIT have severally guaranteed the performance of the Final Clawback Amount payable pursuant to the terms of Section 9.4 solely in respect of their respective shares of the Carried Interest to the extent and on the terms set forth in the Guarantee in the form set forth in Annex C (the “Guarantee”).


More Definitions of Final Clawback Amount

Final Clawback Amount has the meaning set forth in Section 3.7(a).
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Final Clawback Amount means the Clawback Amount determined based on the Final Earnout Period EBIT.
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Final Clawback Amount has the meaning set forth in the Fund Partnership Agreements.
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Related to Final Clawback Amount

  • Clawback Amount has the meaning set forth in Section 6.05.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Refund Amount means the maximum refund that is admissible;

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Total adjusted capital means the sum of:

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Pre-Funded Amount With respect to any date of determination, the amount on deposit in the Pre-Funding Account.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.