Negative Capital Account Restoration Sample Clauses

Negative Capital Account Restoration. No Member shall have any obligation whatsoever upon the Liquidation of such Member’s Interest, the Liquidation of the Company or in any other event, to contribute all or any portion of any negative balance standing in such Member’s Capital Account to the Company, to each other Member or to any other person or entity.
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Negative Capital Account Restoration. If the General Partner has a deficit balance in its capital account following the liquidation of its interest in the Partnership, as determined after taking into account all capital account adjustments for the Partnership taxable year in which such liquidation occurs, the General Partner shall make a capital contribution to the Partnership in the amount of such deficit balance by the end of such taxable year. Any amounts contributed pursuant to this Section 3.3(d) shall, upon liquidation of the Partnership, be paid to the creditors of the Partnership or distributed to the Partners pursuant to Section 6.3(d), below.
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Negative Capital Account Restoration. Upon the Liquidation of the Partnership (or upon the Liquidation of a Partner’s interest in the Partnership where the Partnership is not in Liquidation), no Partner shall be obligated to contribute to the capital of the Partnership an amount equal to the negative balance, if any, standing in its Capital Account.
Sample 1
Negative Capital Account Restoration. A. Notwithstanding anything to the contrary contained in this Agreement, if, immediately following the "liquidation of a Partner's interest in the Partnership" (within the meaning of Treasury Regulations Section 1.704-1(b) (2)(ii)(g)) with respect to a Partner, and in all events after giving effect to (1) all allocations of income, gain, deduction, loss, tax credits and items thereof pursuant to Article VI hereof through the date of such liquidation, (2) any revaluation of Partnership Property or any part thereof pursuant to the provisions hereof, (3) the foregoing capital contribution obligation provisions of this Section 5 (which are in no way overridden by the provisions of this Section 5.16), and (4) the distributions (including liquidating distributions) made pursuant to the provisions of this Agreement, there is a negative balance in the Capital Account of a Partner, such Partner shall contribute in cash to the Partnership, within 30 days after the date of such liquidation, the amount of its respective negative Capital Account balance (if any); PROVIDED, HOWEVER, that the maximum aggregate amount the Limited Partners (as a group) shall be obligated to restore pursuant to this Section 5.16 shall in no event exceed the sum of $2,000,000.00 less, to the extent not previously taken into account under clause (1) above, the amount of the Limited Partners' Share of Partner Nonrecourse Debt Minimum Gain and Share of Partnership Minimum Gain. FURTHER, PROVIDED, that if at any time after the Fiscal Year in which the Placed-In- Service Date occurs, the amount of the Limited Partners' Share of Partner Nonrecourse Debt Minimum Gain and Share of Partnership Minimum Gain exceeds the Investor Limited Partner's Negative Capital Account balance (if any, ) after giving effect to clauses (1)-(5) above, neither Special Limited Partner nor Investor Limited Partner shall thereafter have any further obligations under this Section 5.16.
Sample 1
Negative Capital Account Restoration. Upon the Liquidation of the Partnership (or upon the Liquidation of a Partner's Partnership Interest where the Partnership is not in Liquidation), each Partner (or the relevant Partner where the Partnership is not in Liquidation) shall be obligated to contribute to the capital of the Partnership an amount equal to the negative balance, if any, standing in such Partner's Capital Account (after taking into account all Capital Account adjustments for all taxable years, including the year such Liquidation occurs, and after adding a positive sum to such negative balance (but only until such balance is increased to zero) equal to the amount of such Partner's allocable share of minimum gain (as determined in accordance with the provisions of Treasury Regulation Section 1.704-1T (b) (4) (iv) (f)) on or before the end of the taxable year of such Liquidation or, if later, within ninety (90) days after such Liquidation in compliance with Treasury Regulation Section 1.704-1 (b). The entire amount so contributed shall be treated as proceeds from the Liquidation of the Partnership and shall be applied to satisfy any outstanding Partnership indebtedness and obligations, including, without limitation, the Partnership's obligation to distribute to each Partner having a positive Capital Account balance a sum equal to such positive balance.
Sample 1
Negative Capital Account Restoration. A. Notwithstanding anything to the contrary contained in this Agreement, if, immediately following the "liquidation of a Partner's interest in the Partnership" (within the meaning of Treasury Regulations Section 1.704- 1(b)(2)(ii)(g)) with respect to a Partner, and in all events after giving effect to (1) all allocations of income, gain, deduction, loss, tax credits and items thereof pursuant to Article VI hereof through the date of such liquidation, (2) any revaluation of Partnership Property or any part thereof pursuant to the provisions hereof, (3) the foregoing capital contribution obligation provisions of this Section 5 (which are in no way overridden by the provisions of this Section 5.16), and (4) the distributions (including liquidating distributions) made pursuant to the provisions of this Agreement, there is a negative balance in the Capital Account of a Partner, such Partner shall contribute in cash to the Partnership, within 30 days after the date of such liquidation, the amount of its respective negative Capital Account balance (if any); PROVIDED, HOWEVER, that the maximum aggregate amount the Limited Partners (as a group) shall be obligated to restore pursuant to this Section 5.16 shall in no event exceed the sum of $4,000,000.00 less, to the extent not previously taken into account under clause (1) above, the amount of the Limited Partners' Share of Partner Nonrecourse Debt Minimum Gain and Share of Partnership Minimum Gain.
Sample 1
Negative Capital Account Restoration. 58 ARTICLE XIII MISCELLANEOUS ...................................................................................... 58 13.
Sample 1
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Negative Capital Account Restoration. No Partner shall have any obligation whatsoever upon the Liquidation of such Partner’s Interest, the Liquidation of the Partnership or in any other event, to contribute all or any portion of any negative balance standing in such Partner’s Capital Account to the Partnership, to any other Partner or to any other person or entity.
Sample 1

Related to Negative Capital Account Restoration

  • Capital Account Restoration No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

  • Capital Account (a) There shall be established for each Member on the books of the Company a Capital Account in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder.

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply:

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Capital Account Deficits Loss shall not be allocated to a Limited Partner to the extent that such allocation would cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. Any Loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of Loss to the General Partner in accordance with this Section 5.01(e), to the extent permitted by Regulations Section 1.704-1(b), Profit first shall be allocated to the General Partner in an amount necessary to offset the Loss previously allocated to the General Partner under this Section 5.01(e).

  • Capital Accounts The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

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