No Capital Contribution Upon Dissolution. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company, its Capital Contributions thereto, its Capital Account, its Invested Capital and its share of Net Profits or Net Losses, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member, except to a Non-Contributing Member pursuant to Section 2.3 on account of any Default Loan. Accordingly, if any Member 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), then such Member 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 Company or to any other Person for any purpose whatsoever.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)
No Capital Contribution Upon Dissolution. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company, its Capital Contributions Contribution thereto, its Capital Account, its Invested Capital Account and its share of Net Profits or Net Losses, and shall have no recourse therefor (upon dissolution or otherwise) against Managing Member or any other Member, except to a Non-Contributing Member pursuant to Section 2.3 on account Managing Member. If, upon liquidation of any Default Loan. Accordinglythe Company or upon liquidation of a Member’s interest in the Company, if any a Member 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), then such Member shall have no obligation not be obligated to make any Capital Contribution capital contribution with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Hersha Hospitality Trust), Limited Liability Company Operating Agreement (Hersha Hospitality Trust)
