Common use of True-up contributions Clause in Contracts

True-up contributions. Without limitation of the obligation of any Partner to make a Capital Contribution (or return or recontribute prior distributions) pursuant to Section 4.03, at the time of liquidation of a Fund Entity or Fund Entities that correspond to one or more Series, each Partner shall be unconditionally obligated to make a Capital Contribution (or return prior distributions) to the Partnership in an amount equal to such Partner’s True-Up Contribution Amount for such Series. Each Partner shall contribute his, her or its True-Up Contribution Amount to the Partnership no later than thirty days after the General Partner delivers written notice to the Partners setting forth the Partners’ respective True-Up Contribution Amounts. The Partnership shall promptly distribute the aggregate True-Up Contribution Amounts to the Partners in the ratio of the Partners’ respective True-Up Distribution Amounts. Notwithstanding anything to the contrary in this Agreement, the General Partner may require a Partner to contribute all or a portion of a then existing True-Up Contribution Amount with respect to such Partner at any time in advance of the liquidation of a Fund Entity, and in calculating the amount of such True-Up Contribution Amount (and related True-Up Distribution Amounts) the General Partner in its sole and absolute discretion may include such Partner’s share of any potential Clawback Amount as estimated in good faith by the General Partner at such time and may make such other adjustments to such Partner’s True-Up Contribution Amount (and related True-Up Distribution Amounts) as the General Partner determines in good faith are necessary to implement the intent of the economic provisions of this Agreement with respect to the allocation and distribution of Profits Interest Distributable Proceeds.