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 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. 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. 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. 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. Except as otherwise provided in this Agreement, or 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. If during any fiscal year of the Series, any Member unexpectedly receives an adjustment, allocation or distribution of the type described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4),(5) or (6), that Member shall be allocated items of Income in an amount and manner sufficient to eliminate that Member's deficit Capital Account balance as quickly as possible.
Capital Account Deficit. No Member or Transferee shall be required to contribute to the Company upon its dissolution or upon liquidation of his, her, or its interest in the Company, any deficit then existing in his, her, or its Capital Account.
Capital Account Deficit. “Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year of the Company, after giving effect to the following adjustments:
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.
