No Deficit Make-Up Sample Clauses

No Deficit Make-Up. No Member shall be obligated to the Company or to any other Member solely because of a deficit balance in such Member’s Capital Account.
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No Deficit Make-Up. Notwithstanding anything herein to the contrary, but subject to Section 9.1 and Section 9.8, upon a liquidation of the Company, no Member shall be required to make any Capital Contribution to the Company in respect of any deficit in such Member’s Capital Account.
No Deficit Make-Up. No Member shall be obligated, including on a liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), to restore any negative balance in such Member's Capital Account.
No Deficit Make-Up. No Partner shall be obligated to the Partnership, or any other Partner solely because of a deficit balance in such Partner’s Capital Account.
No Deficit Make-Up. Notwithstanding anything to the contrary contained or inferred herein or by reason of any rule of law, upon dissolution of the Partnership the deficit, if any, in the Capital Accounts of the Limited Partners shall not be an asset of the Partnership, and no Limited Partner shall be obligated bring the balance of such Partner’s Capital Account to zero or otherwise to contribute any amount to the Partnership in order to account for said deficit, whether resulting by reason of cash distributions or the allocation of the Partnership’s losses. Nothing herein, however, shall be deemed to affect the liability of the General Partner to creditors of the Partnership arising by law.

Related to No Deficit Make-Up

  • No Deficit Restoration No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets.

  • 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).

  • No Default, etc No Default, Event of Default or Material Adverse Change has occurred and is continuing.

  • Waiver; Deficiency Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the New York UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

  • No Default/Compliance Certificate Together with the financial statements required pursuant to subsections (a) and (b) above, a certificate of the president, chief financial officer or principal accounting officer of Borrower (i) to the effect that, based upon a review of the activities of the Consolidated Companies and such financial statements during the period covered thereby, there exists no Event of Default and no Default under this Agreement, or if there exists an Event of Default or a Default hereunder, specifying the nature thereof and the proposed response thereto, and (ii) demonstrating in reasonable detail compliance as at the end of such fiscal year or such fiscal quarter with Section 7.8 and Sections 8.1 through 8.4. In addition, along with said Compliance Certificate, the Borrower will furnish a quarterly report of all Funded Debt, in form reasonably acceptable to the Lender.

  • No Default No Default or Event of Default has occurred and is continuing.

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