Capital Account Deficit. With respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Taxable Year after giving effect to the following adjustments: (a) increased by (i) the amount of any unpaid capital contributions, if any, unconditionally agreed to be contributed by such Partner, (ii) an amount equal to the sum of such Partner's allocable share of Company Minimum Gain and such Partner's allocable share of Partner Minimum Gain, in each case as computed on the last day of such fiscal year in accordance with applicable Regulations, and (iii) the amount of Company liabilities allocable to such Partner under Code SECTION 752 with respect to which such Partner bears the Economic Risk of Loss to the extent such liabilities do not constitute Partner Nonrecourse Liabilities, and (b) reduced by all reasonably expected adjustments, allocations and distributions described in SECTION 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of SECTION 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.
Capital Account Deficit. Any Member with a deficit in its Capital Account shall not be required to contribute such deficit amount to the Company upon the liquidation thereof.
Capital Account Deficit. Any Partner with a deficit in its Capital Account will not be required to contribute such deficit amount to the Partnership upon the dissolution thereof.
Capital Account Deficit. Except as otherwise provided in this Agreement or pursuant to a non-waivable provision of the Act, no Member shall have any liability or obligation to restore a negative or deficit balance in such Member’s Capital Account.
Capital Account Deficit. No Member shall be required to contribute any ----------------------- additional capital to the Company to restore a deficit balance in such Member's Capital Account, including, without limitation, upon liquidation of the Company pursuant to Section 12.5 or otherwise.
Capital Account Deficit. In the event that any Member has a Capital Account deficit at the end of any Fiscal Year in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provisions of this Agreement or pursuant to Regulations Section 1.704-1(b)(2)(ii)(e) and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), at the end of the Fiscal Year, then each such Member shall be specially allocated items of income in the amount of such excess as quickly as possible first in accordance with and in the manner provided in Section to the extent possible, provided that an allocation pursuant to this Section shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this have been tentatively made as if this Section were not in this Agreement.
Capital Account Deficit. The deficit balance, if any, in the Adjusted Capital Account of a Partner. Affiliate. Any Person which, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with any Person. For purposes of the foregoing, “control” and its derivatives, with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership or control of voting securities or general partnership interests, by contract or otherwise. For the avoidance of doubt, as of the date hereof, (i) Dominion Iroquois and DMLP shall be deemed Affiliates of each other and of Dominion Midstream Partners, LP, and (ii) TCPL and TCIL shall be deemed Affiliates of each other and of TC PipeLines, LP.
Capital Account Deficit. No Member with a deficit in its Capital Account shall be obligated to restore such deficit balance or make a capital contribution to the Company solely by reason of such deficit. In addition, no allocation to any Member of any loss, whether attributable to depreciation or otherwise, shall create any asset of or obligation to the Company, even if such allocation reduces a Member’s Capital Account or creates or increases a deficit in such Member’s Capital Account; it is also the intent of the Members that no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company. The obligations of the Members to make contributions pursuant to Article II above are for the exclusive benefit of the Company and not of any creditor of the Company; and no such creditor is intended as a third-party beneficiary of this Agreement nor shall any such creditor have any rights hereunder, including, but without limitation, the right to enforce any capital contribution obligations of the Members.
Capital Account Deficit. Despite any other provision of this ----------------------- Article, no Member shall receive an allocation of Net Losses, or any other item of loss or deduction that would create or increase an Adjusted Capital Account Deficit of the Member (provided that solely for purposes of this Section, an Adjusted Capital Account Deficit shall be determined by adding the Member's Special Risk Account to the Capital Account). Any loss, or item thereof, that cannot be allocated to a Member as a result of the foregoing limitation shall be allocated to all other Members. Any loss, or item thereof, allocated to other Members pursuant to the preceding sentence shall be taken into account in computing subsequent allocations of Net Profits or Net Losses so that the net amount of any items so allocated and the profits, losses and all other items allocated to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each Member if the allocations required by the preceding sentence had not been made.
Capital Account Deficit. Notwithstanding any other provision of this Agreement, in no event shall Net Losses be allocated to a Partner if such allocation would result in such Partner having a Capital Account Deficit. Any Net Loss which otherwise would be allocated to a Limited Partner, but which cannot be allocated to such Limited Partner because of the application of the immediately preceding sentence, shall instead be allocated to the other Partners in accordance with their respective Capital Account balances, subject to the limitation imposed by the immediately preceding sentence. If no Limited Partner would receive such an allocation without creating a Capital Account Deficit, all such losses or items shall be allocated to the General Partner. Notwithstanding anything herein to the contrary, Net Profit or items thereof shall first be allocated 100% to the Partners in the amount necessary to reverse, in reverse chronological order, on a cumulative basis and without duplication, any amounts allocated to such Partners pursuant to the immediately preceding sentence, such allocations to be made pro rata based on the amounts previously allocated to such Partners pursuant to the immediately preceding sentences.
