Deficit Capital Account Balance. The Members shall have no liability to the Company, to the other Members, or to the creditors of the Company on account of any deficit balance in such Member’s Capital Account Balance except to the extent such deficit arises from the failure of the Member to contribute the full amount of its capital contribution. The Company shall be solely responsible for payment of liabilities to its creditors.
Deficit Capital Account Balance. If any Partner has a deficit Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years of the Partnership, including the year during which a liquidation of the Partnership occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership 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.
Deficit Capital Account Balance. In the event that, following the liquidation (as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)) of a Partner's interest in the Company (whether or not in connection with the dissolution and termination of the Company), and after crediting any gain or charging any loss pursuant to Article V hereof, such Partner shall have a deficit balance in its Capital Account, such Partner shall contribute in cash to the capital of the Company (by the later of the last day of the taxable year in which such liquidation takes place or the date 90 days after the date on which such liquidation takes place) an amount equal to the amount of such deficit balance; provided, however, that:
1) the Limited Partner shall have no obligation to make a contribution to the Company pursuant to this Section 4.03, unless it has previously delivered to the General Partner an irrevocable written election to subject itself to such an obligation;
2) if the Limited Partner delivers such a written election to the General Partner, the amount that the Limited Partner shall be required to contribute to the Company pursuant to this Section 4.03 shall not exceed a sum equal to such Partner's Initial Capital Contribution; and
3) although the Partners are not aware of any possible impact of the provision contained in clauses "(i)" and "
Deficit Capital Account Balance. Notwithstanding anything contained in this Agreement to the contrary, upon a liquidation, within the meaning of Treas. Reg. § 1.704- l(b)(2)(ii)(g), if any Member has a deficit balance in the Member’s capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to reduce or eliminate such deficit balance, and the deficit balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever. Return of Contribution; Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of such Member’s capital contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the capital contribution of one or more Members, then no Member shall have recourse against any other Member.
Deficit Capital Account Balance. If, upon liquidation of the Partnership pursuant to SECTION 10.2(d), any Partner (or any Person which is an Transferee of or successor to any Interest of such Partner) has a deficit Capital Account, such Partner (or such Transferee or successor of such Partner) shall have no obligation to make any contribution to the capital of the Partnership 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. In the discretion of the Liquidator, in order to comply with the requirements of Regulations Section 1.704-1(b)(ii)(b)(2) or otherwise, a PRO RATA portion of the distributions that would otherwise be made to the General Partner and Limited Partner pursuant to SECTION 10.2 may be:
(a) distributed to a trust established for the benefit of the General Partner and the Limited Partner; PROVIDED such trust is a liquidating trust or a grantor trust for federal income tax purposes, for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and the Limited Partner from time to time at such times and in such amounts as determined, in the reasonable discretion of the Liquidator, to be appropriate in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and the Limited Partner pursuant to SECTION 10.2; or
(b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; PROVIDED that such withheld amounts shall be distributed to the General Partner and the Limited Partner as soon as practicable.
Deficit Capital Account Balance. Notwithstanding anything to the contrary in this Agreement, if any Member has a deficit balance in the Member’s Capital Account (after giving effect to all capital contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), the Member will have no obligation to make any additional capital contribution to reduce or eliminate such deficit balance, and the deficit balance of the Member’s Capital Account will not be considered a debt owed by the Member to the Company or to any other person for any purpose whatsoever.
Deficit Capital Account Balance. Upon the conversion of a general partnership interest to a limited partnership interest, the holder of that limited partnership interest shall continue to be responsible, as if he had continued as a General Partner, for any deficit balance in his Capital Account as of the date his interest his converted and he shall continue to be entitled to allocations under Section 3.1(b) of this Agreement. The other General Partners or the succeeding General Partner may cause the books of the Partnership to be closed, and all allocations under the Agreement to be made, as of the date immediately preceding the conversion, if they deem it necessary or appropriate in order to properly reflect the interests of the Partners in the Partnership’s assets, liabilities, and operating results.
Deficit Capital Account Balance. If a Member has a deficit balance in his capital account following the liquidation of the Company or the liquidation of his membership interest, such Member shall be required to restore the deficit balance of such capital account within ninety (90) days after the date of such liquidation; provided, however, that to the extent the deficit, if any, in the capital account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective membership interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Member shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero, except as otherwise required by the Regulations. For purposes of this Section, a Member’s interest in the Company shall be deemed liquidated when the Member’s interest in the Company is completely terminated by means of distributions to the Member by the Company. For purposes of this Section, the Company shall be deemed liquidated upon the earlier of (a) the date on which the Company is terminated under Section 708(b)(1) of the Code, or (b) the date upon which the Company ceases to be a going concern (even though it may continue in existence for the purpose of winding up its affairs, paying its debts, and distributing any remaining balance to its Members).
Deficit Capital Account Balance. Much of amendment of process. Parties and restated certificate or amendments to determine to time to time be entitled, llcs in any treasury regulations in this agreement are. Payment according to the operating amended restated template partnership representative for a majority of duties. Certificates and restated pursuant to create contract or amendments eventually make or modified from llcs offer to judicial act of directors and no voting interest on schedule. The managers present may be valued in compliance with a class a vote at any right, the amended and restated operating agreement llc. This first section of the anniversary member LLC operating agreement basically serves. Member and who invested in the certificate surrendered or other information necessary and state of the foreign limited liability company for such foreign registration certificate if one manager pursuant thereto disclose to operating amended agreement and llc? If additional members while maintaining a majority of accounting reports everything necessary to operating agreement. New Hampshire revised limited liability company act. This Agreement shall survive the liquidation or dissolution of the Company. Founding Members, Regal Cinemas and Cinemark USA, as the same party be amended, supplemented or otherwise modified from dye to time. Distribution for the amount work the Distribution. This agreement and restated agreement also make any other person? Theatres to exhibit and participate in the Service on the terms and conditions set forth herein. Property in other assets pursuant to such liquidation, having due regard given the activity and condition of certain relevant market and general financial and economic conditions.
Deficit Capital Account Balance. No Member shall have any obligation to restore or otherwise pay a negative balance existing in its Capital Account at any time, including upon liquidation of the Company or of such Member’s Interest in the Company.
