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).
Appears in 162 contracts
Samples: Limited Liability Company Agreement (BJ Services, Inc.), Operating Agreement (Switch, Inc.), Limited Liability Company Agreement (Cartesian Growth Corp)
Negative Capital Accounts. No Member shall be required to pay to the Company or 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)Account.
Appears in 33 contracts
Samples: Limited Liability Company Agreement (KKR Infrastructure Conglomerate LLC), Limited Liability Company Operating Agreement (TriLinc Global Impact Fund LLC), Limited Liability Company Agreement (KKR Infrastructure Conglomerate LLC)
Negative Capital Accounts. No Member Unitholder shall be required to pay to any other Member Unitholder or the Company any deficit or negative balance which that may exist from time to time in such MemberUnitholder’s Capital Account (including upon and after dissolution of the Company).
Appears in 18 contracts
Samples: Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (Kelso GP VIII, LLC), Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).
Appears in 17 contracts
Samples: Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC), Limited Liability Company Agreement (Zentalis Pharmaceuticals, Inc.), Limited Liability Company Agreement (Malibu Boats, Inc.)
Negative Capital Accounts. No Member Unitholder shall be required to pay to any other Member Unitholder or the Company any deficit or negative balance which may exist from time to time in such MemberUnitholder’s Capital Account (including upon and after dissolution of the Company).
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Chicago Pacific Founders UGP, LLC), Limited Liability Company Agreement (VWR, Inc.), Limited Liability Company Agreement
Negative Capital Accounts. No Member shall be required to pay to the Company or any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account.
Appears in 7 contracts
Samples: Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), U.S. Shipping Partners L.P.
Negative Capital Accounts. No In no event shall any Member shall be required obligated to pay to the Company, any other Member or any creditor of the Company any deficit or negative balance which may exist from time to time in such Member’s its Capital Account (including upon and after dissolution of the Company)Account.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Stonemor Partners Lp), Limited Liability Company Agreement (Hiland Holdings GP, LP), Limited Liability Company Agreement (Hiland Partners, LP)
Negative Capital Accounts. No Member shall be required liable to pay the Company or to any other Member or the Company for any deficit or negative balance which may exist from time to time in such Member’s its Capital Account (including upon and after dissolution of the Company)Account.
Appears in 5 contracts
Samples: Operating Agreement (New GGP, Inc.), Operating Agreement (New GGP, Inc.), Operating Agreement (General Growth Properties, Inc.)
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 's Capital Account (including upon and after dissolution of the Company).
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Alpine Summit Energy Partners, Inc.), Limited Liability Company Agreement, Limited Liability Company Agreement (Comple Tel LLC)
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).. Section 3.08
Appears in 3 contracts
Samples: Operating Agreement (Wolverine Partners Corp.), Limited Liability Company Agreement (Neff Corp), Joinder Agreement (Neff Corp)
Negative Capital Accounts. No Member shall be required to pay to any the other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Darling Ingredients Inc.), Limited Liability Company Agreement (Darling International Inc), Limited Liability Company Agreement (Darling Ingredients Inc.)
Negative Capital Accounts. No Except as expressly provided herein, or as required by applicable law, no Member shall be required to pay to the Company or 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)Account.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc)
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 's Capital Account (including upon and after dissolution Account. No Member shall be liable to the Company or any other Member or any creditor of the Company)Company solely because of the existence of a negative balance in such Member's Capital Account.
Appears in 3 contracts
Samples: Operating Agreement (Continental Southern Resources Inc), Operating Agreement (Maverick Oil & Gas, Inc.), Operating Agreement (Touchstone Resources Usa, Inc.)
Negative Capital Accounts. No Member shall be required to pay make any payment to any other Member or the Company by reason of 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).
Appears in 3 contracts
Samples: Limited Liability Company Agreement (At&t Inc.), Contribution Agreement (Goosehead Insurance, Inc.), Contribution Agreement (Goosehead Insurance, Inc.)
Negative Capital Accounts. No Except as may be required by the Act or any other applicable law, no Member shall be required to pay to the Company or 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)Account.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Operating Agreement
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company LLC the amount of any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the CompanyLiquidation).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (BioFuel Energy Corp.), Limited Liability Company Agreement (BioFuel Energy Corp.)
Negative Capital Accounts. No Except as may be required by the Act or any other Applicable Law, no Member shall be required to pay to the Company or 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)Account.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (New York REIT, Inc.), Limited Liability Company Agreement (New York REIT, Inc.)
Negative Capital Accounts. No Member shall will be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company)Account.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Negative Capital Accounts. No Member shall be required have any liability or obligation to pay to the Company, the other Members or any other Member or creditor of the Company to restore at any time 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)Account.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Green Plains Inc.), Limited Liability Company Agreement (Helios & Matheson Analytics Inc.)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including including, without limitation, any such deficit or negative balance as may exist upon and after dissolution of the Company).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (First Capital Real Estate Trust Inc), Limited Liability Company Agreement (First Capital Real Estate Trust Inc)
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).Company).
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Operating Agreement
Negative Capital Accounts. No Member shall be required to pay to the LLC or 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)Account.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Hughes Communications, Inc.), Limited Liability Company Agreement (HNS-India VSAT, Inc.)
Negative Capital Accounts. No Except as otherwise required by law, no Member shall be required to pay to the Company or 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)Account.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.)
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 dissolution, termination, or cancellation of the Company).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Nuvve Holding Corp.), Limited Liability Company Agreement (California Resources Corp)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any any deficit or negative balance negative balance which may exist from time to time in such Member’s Capital Account (including (including, without limitation, any such deficit or negative balance as may exist upon and after dissolution dissolution of the Company).Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (CQENS Technologies Inc.)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company LLC the amount of any deficit or negative balance which that may exist from time to time in such Member’s 's Capital Account (including upon and after the dissolution of the CompanyLLC).
Appears in 1 contract
Samples: Limited Liability Company Agreement (BioFuel Energy Corp.)
Negative Capital Accounts. No Member shall be required to pay to the LLC, to any other Member or the Company to any third party any deficit or negative balance which may exist from time to time in such the Member’s Capital Account (including upon and after dissolution of the Company)Account.
Appears in 1 contract
Negative Capital Accounts. No Except as may be required by the Act or any other applicable Law, no Member shall be required to pay to the Company or 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)Account.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Uranium Resources Inc /De/)
Negative Capital Accounts. No Member shall be required to pay to any other Member or Member, the Company or any other Person any deficit or negative balance which may exist from time to time in such suc h Member’s 's Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement
Negative Capital Accounts. No Except as may be required by the Act or any other applicable law, no Member shall be required to pay to the Company or any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account.
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay or restore to the Company or 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 from time to time or following the “liquidation” (including upon and after dissolution as such term is defined in Regulations Section 1.704-1(b)(2)(ii)(g)) of such Member’s interest in the Company).
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after the dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Priority Technology Holdings, Inc.)
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 the Member’s Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
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). Except as otherwise expressly provided herein, no Member shall be entitled to receive interest from the Company in respect of any positive balance in its Capital Account, and no Member shall be liable to pay interest to the Company or any Member in respect of any negative balance in its Capital Account.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Driven Brands Holdings Inc.)
Negative Capital Accounts. No Member shall be required to pay to the LLC or to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Skyterra Communications Inc)
Negative Capital Accounts. No Member shall be required to pay to the Company or to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account."
Appears in 1 contract
Negative Capital Accounts. No Subject to Section 9.3, no Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chefs' Warehouse Holdings, LLC)
Negative Capital Accounts. No Member shall be required to pay to any other Member or Member, the Company or any other Person 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).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viroment Capital, LLC)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company or to any Member any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including Account, upon and after dissolution of the Company)or otherwise.
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to any the other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution and liquidation of the Company). PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to the Company or 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).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Triad Financial Sm LLC)
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 's Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Comple Tel LLC)
Negative Capital Accounts. No Member shall will be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such MemberPerson’s Capital Account (Account, including upon and after dissolution of the Company). No Member will be liable to pay interest to the Company or any other Person in respect of any negative balance in such Member’s Capital Account.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Symbotic Inc.)
Negative Capital Accounts. No Member shall be required liable to pay the Company or to any other Member or the Company for any deficit or negative balance which may exist from time to time outstanding in each such Member’s Capital Account, whether such negative Capital Account (including upon results from the allocation of Losses or other items of deduction and after dissolution loss to such Member or from distributions to such Member, and such Member shall not have any obligation to make any contribution to the capital of the Company)Company with respect to such deficit and such deficit shall not be considered a debt owed to the Company or, except as required by the DLLCA, to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Pinnacle Gas Resources, Inc.)
Negative Capital Accounts. No Except as provided in Section 14.3, no Member shall be required to pay to the Company or to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account.
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to the Company or any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (Account, including upon and or after dissolution of the Company).Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Negative Capital Accounts. No Except as otherwise provided by law, no Member shall be required to pay to the Company or 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)Account.
Appears in 1 contract
Samples: Operating Agreement (DigiPath,Inc.)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company LLC 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 CompanyLLC).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Deep Down, Inc.)
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Consolidated Communications Texas Holdings, Inc.)
Negative Capital Accounts. No Member shall be required to make up or to pay to any other Member or the Company any deficit or negative balance balance, which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company LLC the amount of any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after the dissolution of the CompanyLLC).
Appears in 1 contract
Samples: Limited Liability Company Agreement (BioFuel Energy Corp.)
Negative Capital Accounts. No Except to the extent the Members make contributions to the capital of the Company, no Member shall be required to pay to the Company or to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and after dissolution of the Company)Account.
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to any the other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including upon and after dissolution and liquidation of the Company).
Appears in 1 contract
Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which that may exist from time to time in such Member’s 's Capital Account (including including, without limitation, any such deficit or negative balance as may exist upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (First Capital Real Estate Trust Inc)
Negative Capital Accounts. No Member shall be required to pay to any other Member or Member, the Company or any other Person any deficit or negative balance which that may exist from time to time in such Member’s Capital Account (including including, without limitation, any such deficit or negative balance as may exist upon and after dissolution of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (KC Holdco, LLC)
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).. 13 LEGAL\41134311\10
Appears in 1 contract
Samples: Limited Liability Company Agreement (Acreage Holdings, Inc.)
Negative Capital Accounts. No Member shall be required to pay to the Company or 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 Account, whether upon and after liquidation or dissolution of the Company)Company or otherwise.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Centerpoint Properties Trust)
Negative Capital Accounts. No Member shall be required liable to pay the Company or to any other Member or the Company for any deficit or negative balance which may exist from time to time outstanding in each such Member’s Capital Account, whether such negative Capital Account (including upon results from the allocation of losses or other items of deduction and after dissolution loss to such Member or from distributions to such Member, and such Member shall not have any obligation to make any contribution to the capital of the Company)Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or, except as required by the Act, to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Laredo Oil, Inc.)
Negative Capital Accounts. No Member shall be required to pay to the Company or any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s 's Capital Account (including upon and or after dissolution of the Company's dissolution).
Appears in 1 contract
Negative Capital Accounts. No Member shall be required or obligated to pay restore or repay to the Company, any other Member or any creditor of the Company any deficit or negative balance which may exist from time to time in such Member’s its Capital Account (including upon and after liquidation or dissolution of the Company).
Appears in 1 contract
