Capital Contribution upon Dissolution Clause Samples
The 'Capital Contribution upon Dissolution' clause defines the obligations of members or partners to contribute additional funds or assets to the business in the event it is dissolved. Typically, this clause outlines how much each party must contribute, the timing of such contributions, and the process for covering any outstanding debts or liabilities before distributing remaining assets. Its core function is to ensure that the business can meet its financial obligations upon winding up, thereby protecting creditors and clarifying each party's responsibilities during dissolution.
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Capital Contribution upon Dissolution. Subject to the provisions of Section 5.9 of this Agreement, each Investor and Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and his Capital Contribution and shall have no recourse (upon dissolution or otherwise) against any Partner or Investor; provided, however, that upon the dissolution and termination of the Partnership, the General Partner will make the Capital Contributions referred to in Section 3.
1. All amounts so contributed by the General Partner shall be distributed first to the Partnership's creditors entitled thereto, and the balance to the Investors and Partners in proportion to the positive balances in their Capital Accounts at the time of dissolution and termination of the Partnership.
Capital Contribution upon Dissolution. Subject to the provisions of Section 5.9 of this Agreement, each Unitholder and Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and his Capital Contribution and shall have no recourse (upon dissolution or otherwise) against any Partner or Unitholder; provided, however, that upon the dissolution and termination of the Partnership, the General Partners will make the Capital Contributions referred to in Section 3.
Capital Contribution upon Dissolution. Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership, its Capital Contribution thereto, its Capital Account and its share of Profits or Losses and shall have no recourse therefor (upon dissolution or otherwise) against the General Partner or any Limited Partner.
Capital Contribution upon Dissolution. Each holder of an Interest shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and his Capital Contribution thereto and share of Profits or Losses for Tax Purposes thereof, and shall have no recourse therefor (upon dissolution or otherwise) against any General Partner or any Limited Partner; provided, however, that upon dissolution and termination of the Partnership, the General Partners shall contribute to the Partnership in the proportion set forth below an aggregate amount equal to (and shall in no event to obligated to contribute more than) the lesser of (i) deficit balance in their capital accounts at such termination, (ii) 1.01% of the Capital Contributions made by the Limited Partners, or (iii) the deficit in a hypothetical capital account of the General Partners assuming they had only an aggregate 1% of each material item of Partnership income, gain, loss, deduction or credit at all times during the existence of the Partnership. Such Capital Contribution under clauses (i), (ii) or (iii) shall be made 90% by the Managing General Partner and 10% by the Individual General Partners. The hypothetical capital account under clause (iii) above shall not take into account any actual distribution of cash during the life of the Partnership. No holder of an Interest shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership.
Capital Contribution upon Dissolution. Subject to Section 5.8, each Limited Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and his capital contribution thereto and share of Profits or Losses thereof, and, except as provided in Section 4.1, shall have no recourse therefor (upon dissolution or otherwise) against any General Partner or any Limited Partner; provided, however, that upon dissolution and termination of the Partnership, the General Partner shall contribute to the Partnership an amount equal to the amount which is determined to be the smaller of (i) the deficit balance in its Capital Account or (ii) the excess of 1.01% of the Capital Investments with respect to Limited Partnership Interests held by Holders over the aggregate capital contributions made by the General Partner as provided in Schedule A and otherwise under this Agreement. If Arvida/JMB Associates shall in writing assume or otherwise agree to be personally liable on Partnership indebtedness owed to a third party, during the period that such assumption or other personal liability exists, Arvida/JMB Associates shall be obligated to contribute to the Partnership an amount equal to the amount of such indebtedness which it has assumed or on which it has otherwise agreed to be personally liable if needed to satisfy such Partnership indebtedness. No Limited Partner shall have any right to demand or receive property, other than cash, upon dissolution and termination of the Partnership.
Capital Contribution upon Dissolution. Upon dissolution of the Partnership, if any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation occurs), such Partner shall have no obligation to make any Capital Contribution with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.
Capital Contribution upon Dissolution. Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership, any return of its Capital Contribution thereto, its Capital Account and its share of Taxable Income or Tax Loss, and shall have no recourse therefor (upon dissolution or otherwise) against any other Partner; provided, however, that upon the dissolution and termination of the Partnership, each Partner shall contribute to the Partnership an amount equal to the deficit balance in its Capital Account. Such contribution shall be made within ten (10) days of Notice by the General Partner but in no event later than the end of the Partnership's taxable year (determined without regard to Section 706(c)(2)(A) of the Code) during which the liquidation of such Partner's Interest occurs (or, if later, then ninety (90) days after the date of such liquidation). Any amount so contributed by any Partner shall be distributed first to any creditors of the Partnership entitled thereto, and the balance to the other Partners in proportion to their then positive Capital Account balances.
Capital Contribution upon Dissolution. Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and the return of his Capital Contribution and shall have no recourse (upon dissolution or otherwise) against any General Partner or any Limited Partner; provided, however, in the event that, immediately following the liquidation of the Partnership's assets referred to in Section 8.3 and the allocation of all Profits and Losses for tax purposes of the Partnership from such liquidation and all other sources for all periods, the General Partner would have a deficiency in its Capital Account as determined in accordance with tax accounting principles after all of the assets of the Partnership were distributed following the liquidation, then the General Partner shall contribute cash to the capital of the Partnership in an amount equal to whichever is the lesser of (a) such deficiency in the General Partner's Capital Account or (b) the excess of 1.01% of the Capital Contributions over the capital previously contributed by the General Partner. Such contribution shall be made no later than the end of the Partnership's taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.