Over-Distributions Sample Clauses
The Over-Distributions clause defines how to handle situations where distributions made to parties exceed the amounts they are actually entitled to under the agreement. Typically, this clause requires recipients of excess distributions to return the overpaid amounts or allows the distributing party to offset future payments to recover the excess. Its core function is to ensure that financial distributions remain accurate and fair, preventing unjust enrichment and resolving errors in payment allocation.
Over-Distributions. If the amount of any distribution to a Member under the Agreement exceeds the amount to which the Member in entitled (e.g., by reason of an accounting error), the Member shall, upon written notice of the over-distribution delivered to the Member within one year of the over-distribution, promptly return the amount of such over-distribution to the Company.
Over-Distributions. If the Partnership distributes to a Partner more than the amount to which the Partner in entitled (e.g., by reason of an accounting error), the Partner shall, upon written notice of the over-distribution delivered to the Partner within one year of the over-distribution, promptly return the over-distribution to the Partnership. For the avoidance of doubt, this Section 4.7.2 applies to any distribution made under this Agreement.
Over-Distributions. Notwithstanding anything to the contrary in Section 14.2 of the Agreement, the Partnership and the General Partner hereby agree that with respect to the Investor, upon the Partnership’s sale or other disposition of its entire interest in any Investment (including, without limitation, written-off Investments), the General Partner shall determine whether the Carried Interest Distributions otherwise previously paid to the General Partner or payable to the General Partner from the Net Distributable Cash from such Investment and all prior Investments allocable to the Investor, shall be redistributed as among the General Partner and the Investor (or returned by the General Partner and redistributed, if necessary) in accordance with the following:
(a) After giving effect to any Carried Interest Distributions that would otherwise be made to the General Partner from Net Distributable Cash allocable to the Investor pursuant to paragraph 9 on account of such sale or other distribution, as well as all other Carried Interest Distributions previously distributed to the General Partner from Net Distributable Cash allocable to the Investor, the General Partner shall calculate the amount of any Over-Distribution that would exist if, as of the date of such sale or other disposition, the Partnership were finally liquidated, all of the Partnership’s remaining Investments were sold to a third party for an all cash price equal to their most recent values established in accordance with the most recent valuation of such Investments conducted pursuant to the Valuation Plan approved by the Advisory Committee pursuant to Section 6.6(e) of the Agreement (or if an Investment has been acquired by the Partnership but has not yet been valued under such Valuation Plan, the Partnership’s initial acquisition cost of such Investment) and from the proceeds of such deemed sale(s): (i) normal selling costs (including without limitation brokerage commissions, title, recording and escrow fees, and transfer taxes, to the extent applicable) customarily paid by a seller were paid; (ii) the remaining liabilities of the Partnership to creditors other than Partners or their Affiliates were liquidated pursuant to Section 14.1(b); (iii) reserves in an amount reasonably determined by the General Partner were established for any contingent, conditional or unmatured liabilities or obligations of the Partnership pursuant to Section 14.4(b); and (iv) the Partnership distributed any remaining amounts to the Pa...