No Deficit Restoration Obligation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(g), if any Member has a Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all fiscal years, including the fiscal year in which the liquidation occurs), such Member shall not have any obligation to make any Capital Contribution to the Company, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.
Appears in 2 contracts
Samples: Operating Agreement (Flyexclusive Inc.), Equity Purchase Agreement (EG Acquisition Corp.)
No Deficit Restoration Obligation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(g), if any Member has a Adjusted deficit Capital Account Deficit balance (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all fiscal years, including the fiscal year in which the liquidation occurs), such Member shall not have any no obligation to make any Capital Contribution to the Company, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ocean Biomedical, Inc.)
No Deficit Restoration Obligation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation of the Company (within the meaning of Treasury Regulations section Section 1.704-1(b)(2)(ii)(g) or otherwise), if any Member has a Adjusted negative Capital Account Deficit (after giving effect to all contributions, distributions, allocations, allocations and other Capital Account adjustments for all fiscal taxable years, including the fiscal taxable year in during which the liquidation occurs), such that Member shall not will nevertheless have any no obligation to make any Capital Contribution contribution to the Companycapital of the Company with respect to such negative Capital Account, and the negative balance of such Member’s Capital Account shall will not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Vinco Ventures, Inc.)
No Deficit Restoration Obligation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation of the Company within the meaning of Treasury Regulations section Section 1.704-1(b)(2)(ii)(g), if any Member has a Adjusted negative Capital Account Deficit (after giving effect to all contributions, distributions, allocations, allocations and other Capital Account adjustments for all fiscal taxable years, including the fiscal taxable year in during which the liquidation occurs), such then that Member shall not have any no obligation to make any Capital Contribution contribution to the Companycapital of the Company with respect to such negative Capital Account, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Wright Investors Service Holdings, Inc.)
No Deficit Restoration Obligation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(g), if any Member has a Adjusted deficit Capital Account Deficit balance (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all fiscal years, including the fiscal year in which the liquidation occurs), such Member shall not have any obligation to make any Capital Contribution to the Company, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Brekford Corp.)
