Deficit Capital Accounts at Liquidation. No Limited Partner shall have any obligation upon termination of the Partnership to restore a negative Capital Account balance.
Deficit Capital Accounts at Liquidation. It is understood and agreed that one purpose of the provisions of this Section 8 is to insure that none of the Members has a deficit Capital Account balance after liquidation and to insure that all allocations under this Section 8 will be respected by the Internal Revenue Service. The Members and the Company neither intend nor expect that any Member will have a deficit Capital Account balance after liquidation; and, notwithstanding any thing to the contrary in this Agreement, the provisions of this Agreement shall be construed and interpreted to give effect to such intention. However, if following a liquidation of a Member's interest as determined under Treasury Regulation Section 1.704- 1(b)92)(ii)(g), a Member has a deficit balance in such Member's Capital Account after the allocation of Net Income pursuant to this Section 8 and Section 16.3 and all other adjustments have been made to such Member's Capital Account for Company operations and liquidation, no Member shall have any obligation to restore such deficit balance.
Deficit Capital Accounts at Liquidation. It is understood and agreed that one purpose of the provisions of this Section 8 is to insure that none of the Partners has a deficit Capital Account balance after liquidation and to insure that all allocations under this Section 8 will be respected by the Internal Revenue Service. The Partners and the Partnership neither intend nor expect that any Partner will have a deficit Capital Account balance after liquidation and, notwithstanding anything to the contrary in this Agreement, the provisions of this Agreement shall be construed and interpreted to give effect to such intention. However, if following a liquidation of a Partner's interest as determined under Treasury Regulation Section 1.704-1 (b(2)(ii)(g), a Partner has a deficit balance in its Capital Account after the allocation of Net Income pursuant to this Section 8 and Section 16.3 and all other adjustments have been made to such Partner's Capital Account for Partnership operations and liquidation, such Partner shall have an obligation to restore such deficit balance only if such Partner is a General Partner. 9.
Deficit Capital Accounts at Liquidation. It is understood and agreed that one purpose of Section 7.04 is to insure that none of the Partners has a deficit Capital Account balance after liquidation and to insure that all allocations under this Article 7 have substantial economic effect. The Partners and the Partnership do not intend or expect that any Limited Partner will have a deficit Capital Account balance after liquidation and, notwithstanding anything to the contrary in this Agreement, the provisions of this Agreement shall be construed and interpreted to give effect to such intention. If for any reason, the General Partner has a deficit Capital Account balance after liquidation, the General Partner will be deemed to have received unexpected and unintended deductions or distributions to the extent of such deficit Capital Account balance and shall be obligated to contribute to the Partnership at such time cash in an amount equal to the lesser of (i) the deficit balance in such Capital Account, or (ii) the aggregate amount distributed or distributable to the Hotel General Partners pursuant to Article 7 of the Agreements of Limited Partnership of the Hotel Partnerships, reduced by all Capital Contributions of the General Partner to, but not including, such specified time. Such contribution shall be made by the end of the taxable year of liquidation or 90 days after the date of such liquidation, whichever is later. Thereafter, such cash shall be distributed to those Limited Partners with positive Capital Account balances pro rata in proportion to such positive Capital Account balances.
