LP Clawback Sample Clauses

LP Clawback. Except as required by 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; provided that, to the maximum extent permitted by law and subject to the limitations set forth in Section 5.2(c) below, each Partner (including any former Partner) may be required to return distributions made to such Partner or former Partner for the purpose of meeting such Partner’s share of the Partnership’s indemnity obligations under Sections 4.4 and 5.4(g), in an amount up to, but in no event in excess of, the aggregate amount of distributions actually received by such Partner from the Partnership. However, if, notwithstanding the terms of this Agreement, it is determined under applicable law that any Partner has received a distribution which is required to be returned to or for the account of the Partnership, any other Partner or creditors of the Partnership, then the obligation under applicable law of any Partner to return all or any part of a distribution made to such Partner shall be the obligation of such Partner and not of any other Partner. Any amount returned by a Partner pursuant to this Section 5.2 shall be treated as a contribution of capital to the Partnership. A Partner’s share of the total give-back obligation under this Section 5.2(b) will be based on the amount of distributions received by such Partner arising out of the Investment giving rise to the Partnership’s indemnity obligations under Sections 4.4 and 5.4(g); provided that, notwithstanding any other provision of this Agreement to the contrary, to the extent such indemnity obligations are not related to a particular Investment, or exceed the amount of distributions received by such Partner arising out of an Investment, then amounts required to be returned under this Section 5.2(b) will be funded out of distributions generally.