Common use of Deficit Capital Accounts Clause in Contracts

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's capital account to zero.

Appears in 11 contracts

Sources: Limited Liability Company Agreement (Grant Prideco Finance LLC), Limited Liability Company Agreement (Xl Systems Lp), Limited Liability Company Agreement (Builders FirstSource of Nashville, Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Memberextent that any Member has a deficit Capital Account balance, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 6 contracts

Sources: Limited Liability Company Agreement (Phillips Edison Grocery Center Reit Ii, Inc.), Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's ’s capital account to zero.

Appears in 5 contracts

Sources: Operating Agreement (Connect Invest IIII, LLC), Operating Agreement (Connect Invest III LLC), Limited Liability Company Agreement (2420 Lakemont Avenue MM, LLC)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the Member shall not be responsible for any extent that there exists a deficit in the Capital Account of any capital account attributed to the Member, and upon dissolution of the Company any LLC such deficit shall not be an asset of the Company LLC and the Member such Members shall not be obligated to contribute such amount to the Company LLC to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 4 contracts

Sources: Limited Liability Company Agreement (Lomond Therapeutics Holdings, Inc.), Limited Liability Company Agreement (pdvWireless, Inc.), Limited Liability Company Agreement (Theravance Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Operating Agreement, and notwithstanding any custom or rule of law to the contrary, the deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's ’s capital account to zero.

Appears in 4 contracts

Sources: Operating Agreement (My Income Property, LLC), Operating Agreement (Aleris International, Inc.), Limited Liability Company Operating Agreement (FDR Ireland LTD)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the Member shall not be responsible for any extent that there exists a deficit in the Capital Account of any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (PennyMac Financial Services, Inc.), Limited Liability Company Agreement (Pennymac Financial Services, Inc.), Limited Liability Company Agreement (Pennymac Financial Services, Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the extent that any Member, and ’s Capital Account has a deficit balance upon dissolution of the Company any Company, such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 3 contracts

Sources: Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Agreement (TNP Strategic Retail Trust, Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the Member shall not be responsible for any extent that there exists a deficit in the Capital Account of any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 3 contracts

Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (ZAIS Group Holdings, Inc.), Investment Agreement (Hf2 Financial Management Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company company any such deficit shall not be an asset of the Company company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's capital account to zero.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, Agreement and notwithstanding any custom or rule of law to the contraryextent permitted by applicable law (including the Act), to the extent that any Member shall not be responsible for any has a deficit in any capital account attributed to the Member, and its Capital Account balance upon dissolution of the Company any Company, such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute the amount of such amount deficit to the Company to bring the balance of the Member's capital account to zeroCompany.

Appears in 3 contracts

Sources: Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company Company, any such deficit in a Member's Capital Account shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account Capital Account to zero.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Idt Corp), Limited Liability Company Agreement (Idt Corp), Limited Liability Company Agreement (Liberty Media Corp /De/)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Operating Agreement, and notwithstanding any custom or rule of law to the contrary, the deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account Capital Account to zero.

Appears in 2 contracts

Sources: Operating Agreement (Accelera Innovations, Inc.), Operating Agreement (Accelera Innovations, Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account Capital Account to zero.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Ecolocap Solutions Inc.), Operating Agreement (Sandisk Corp)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 2 contracts

Sources: Limited Liability Company Agreement, Operating Agreement

Deficit Capital Accounts. Notwithstanding Except as may otherwise be required by law or any other agreement to the contrary, notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the extent that any Member shall not be responsible for any has a deficit in any capital account attributed to the Member, and Capital Account balance upon dissolution of the Company any such Company, that deficit shall not be an asset of the Company and the that Member shall not be obligated to contribute such that amount to the Company to bring the balance of the that Member's capital account ’s Capital Account to zero.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Global Eagle Entertainment Inc.), Limited Liability Company Agreement (Global Eagle Entertainment Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law or Law to the contrary, the Member shall not be responsible for any upon dissolution ofthe Company a deficit in any capital account attributed to the a Member, and upon dissolution of the Company any such deficit ’s Capital Account shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's capital account to zero.Company

Appears in 1 contract

Sources: Limited Liability Company Agreement

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contraryif either Member’s Capital Account has a deficit balance (taking into account all contributions, the Member shall not be responsible for any deficit in any capital account attributed to the Memberdistributions, and upon dissolution allocations for the Taxable Year in which the liquidation of the Company any such deficit shall not be an asset of the Company and Company’s assets occurs), the Member shall not be obligated to contribute such amount make any contribution to the capital of the Company to bring and the negative balance of such Member’s Capital Account shall not be considered a debt owed by the Member to the Company, the other Member's capital account , or to zeroany other person for any purpose whatsoever.

Appears in 1 contract

Sources: Operating Agreement (Mountain Falls, LLC)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member Members shall not be responsible for any deficit in any capital account attributed to the MemberMembers, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member Members shall not be obligated to contribute such amount to the Company to bring the balance of the a Member's ’s capital account to zero.

Appears in 1 contract

Sources: Operating Agreement (Connect Invest II LLC)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in any other provision of this Agreement, and notwithstanding any custom or rule of law to the contrary, if any Member has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs), such Member shall not be responsible for have no obligation to make any deficit in any capital account attributed contribution to the Member, and upon dissolution capital of the Company any with respect to such deficit, and such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount considered a debt owed to the Company or to bring the balance of the Member's capital account to zeroany other Person for any purpose whatsoever.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Main Street Capital CORP)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law Law to the contrary, to the Member shall not be responsible for any extent that there exists a deficit in the Capital Account of any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Invisa Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the no Member shall not be responsible for any deficit in any capital account attributed required to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount restore to the Company or pay to bring any other Member any deficit that may exist in the balance Capital Account of the Member's capital account to zeroMember upon dissolution and liquidation of the Company.

Appears in 1 contract

Sources: Operating Agreement (Texas San Macros Treatment Center Lp)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law Law to the contrary, the deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Cascades Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the if any Member shall not be responsible for any has a deficit in any capital account attributed to the Member, and Capital Account balance upon dissolution of the Company any Company, such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute the amount of such amount deficit, or any portion thereof, to the Company to bring the balance of the such Member's capital account ’s Capital Account to zerozero or otherwise reduce such deficit balance.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Centerpoint Properties Trust)

Deficit Capital Accounts. Notwithstanding anything to the contrary ------------------------ contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's capital account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Dorchester Minerals Lp)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Memberextent that a Member has a deficit Capital Account balance, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Penske Automotive Group, Inc.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law Law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the extent that any Member, and ’s Capital Account has a deficit balance upon dissolution of the Company any Company, such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 1 contract

Sources: Merger Agreement (Global Partner Acquisition Corp.)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company Company, any such deficit in a Member’s Capital Account shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Archipelago Holdings L L C)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and extent that any Member has a deficit Capital Account balance upon dissolution of the Company any Company, such deficit shall not be an asset of the Company and the Member such Members shall not be obligated to contribute such amount to the Company to bring the balance of the such Member's capital account ’s Capital Account to zero.zero.‌

Appears in 1 contract

Sources: Limited Liability Company Agreement

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company company any such deficit shall not be an asset of the Company company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's ’s capital account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Grant Prideco Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Company Agreement, and notwithstanding any custom or rule of law to the contrary, the Member shall not be responsible for any deficit in any capital account attributed to the Member, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's ’s capital account to zero.

Appears in 1 contract

Sources: Company Agreement (River Medical Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member Members shall not be responsible to the LLC and to any of the LLC's creditors for any deficit in any capital account attributed to the MemberMembers, and upon dissolution of the Company LLC any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company LLC to bring the balance of the Member's capital account to zero.zero or to pay such amount to the LLC's creditors directly..

Appears in 1 contract

Sources: Limited Liability Company Agreement (Grant Prideco Finance LLC)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, the Member Members shall not be responsible to the LLC and to any of the LLC’s creditors for any deficit in any capital account attributed to the MemberMembers, and upon dissolution of the Company LLC any such deficit shall not be an asset of the Company and the Member shall not be obligated to contribute such amount to the Company LLC to bring the balance of the Member's ’s capital account to zerozero or to pay such amount to the LLC’s creditors directly.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Grant Prideco Inc)

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in any other provision of this Agreement, and notwithstanding any custom or rule of law to the contraryextent that, upon completion of the Member shall not be responsible for any winding up of the business and affairs of the Company, there is a deficit in any capital account attributed to the Member’s Capital Account or Tax Basis Capital Account, and upon dissolution of the Company any such deficit shall not be an asset of the Company and the such Member shall not be obligated to contribute such amount to the Company to bring the balance of the Member's capital account such Capital Account or Tax Basis Capital Account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contraryif either Member’s Capital Account has a deficit balance (taking into account all contributions, the Member shall not be responsible for any deficit in any capital account attributed to the Memberdistributions, and upon dissolution allocations for the Taxable Year in which the liquidation of the Company any such deficit shall not be an asset of the Company and Company’s assets occurs), the Member shall not be obligated to contribute make any contribution to the capital of the Company and the negative balance of such amount Member’s Capital Account shall not be considered a debt owed by the Member to the Company or to bring the balance of the Member's capital account to zeroany other person for any purpose whatsoever.

Appears in 1 contract

Sources: Operating Agreement

Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, a deficit, if any, in the Capital Account of any Member shall not be responsible for any deficit in any capital account attributed to upon the Member, dissolution and upon dissolution winding up of the Company any such deficit shall not be an asset of the Company and the no such Member shall not be obligated to contribute such amount any amounts to the Company to bring the balance of the such Member's capital account to zero.

Appears in 1 contract

Sources: Limited Liability Company Agreement (El Paso Energy Partners Lp)