No Restoration of Deficit Capital Accounts. No Member shall be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in any capital or similar account maintained for such Member for any purpose.
No Restoration of Deficit Capital Accounts. If the Company is deemed to be liquidated for federal income tax purposes within the meaning of Regulation Section 1.704- 1(b)(2)(ii)(g), distributions under Section 14.3(c) shall be made in compliance with Regulation Section 1.704-1 (b)(2)(ii)(b)(2) to those Members who have positive Capital Accounts. If the Capital Account of any Member has a deficit balance after such distributions (after giving effect to all contributions, distributions, and allocations for all taxable years), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit and such deficit shall not be considered a debt owed to the Company or any other Person for any purpose whatsoever.
No Restoration of Deficit Capital Accounts. No Member shall be required under any circumstances (either during the period of the Company's operation or upon the Company's dissolution and termination) to restore a deficit in such Member's Capital Account or, except as explicitly provided in this Agreement, otherwise make any contribution of cash or property to the Company without such Member's consent, which may be withheld in such Member's sole and absolute discretion.
No Restoration of Deficit Capital Accounts. If the Company is deemed to be liquidated for federal income tax purposes within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), distributions under Section 14.03(c), (d) and (e) shall be made in compliance with Regulation Section 1.704-1 (b)(2)(ii)(b)(2) to those Members who have positive Capital Accounts. If the Capital Account of any Member has a deficit balance after such distributions (after giving effect to all contributions, distributions, and allocations for all taxable years), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit and such deficit shall not be considered a debt owed to the Company or any other Person for any purpose whatsoever. In the discretion of the Managers, a pro rata portion of the amounts that otherwise would be distributed to the Members under this Article may be withheld to provide a reasonable reserve for unknown or contingent liabilities of the Company.
No Restoration of Deficit Capital Accounts. No Unitholder is required under any circumstances (either during the period of the Company’s operation or upon the Company’s dissolution and termination) to restore a deficit in such Unitholder’s Capital Account or, except as explicitly provided in this Agreement, otherwise make any contribution of cash or property to the Company without such Unitholder’s consent, which may be withheld in such Unitholder’s sole and absolute discretion.
No Restoration of Deficit Capital Accounts. No Partner shall be required under any circumstances (either during the period of the Partnership's operation or upon the Partnership's dissolution and termination) to restore a deficit in such Partner's Capital Account or, except as explicitly provided in this Agreement, otherwise make any contribution of cash or property to the Partnership without such Partner's consent, which may be withheld in such Partner's sole and absolute discretion.
No Restoration of Deficit Capital Accounts. Notwithstanding anything in this Agreement to the contrary, if a Termination Event has occurred and the Company is wound up in accordance with Section 11.2, no Member shall be obligated to make any Capital Contributions to the Company in respect of a deficit balance in its Capital Account, and such deficit shall not be considered to be a debt owed to the Company or to any other Person for any purpose whatsoever.
No Restoration of Deficit Capital Accounts. Compliance With Timing Requirements of Regulations. In the event Topaz is "liquidated" within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), (x) Distributions shall be made pursuant to this Article XII to the Members who have positive Capital Accounts in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(2), and (y) if the Topaz Majority Member's Capital Account, the Topaz Second El Paso Member's Capital Account or the Topaz Minority Member's Capital Account has a deficit balance (after giving effect to all contributions, Distributions, and allocations for all Allocation Periods, including the Allocation Period during which such liquidation occurs), the Member whose Capital Account has a negative balance shall have no obligation to contribute to the capital of Topaz the amount necessary to restore such deficit balance to zero, and such deficit shall not be considered a debt owed to Topaz or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, with the consent of the Members, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Members pursuant to this Article XII may be:
No Restoration of Deficit Capital Accounts. Notwithstanding anything in this Agreement to the contrary, if a Liquidating Event has occurred and Trinity is wound up in accordance with Section 12.2, no Trinity Member shall be obligated to make any Capital Contributions to Trinity in respect of a deficit balance in its Capital Account, and such deficit shall not be considered to be a debt owed to Trinity or to any other Person for any purpose whatsoever; provided, however, that the Trinity Class A Member shall be obligated to make such a Capital Contribution in cash to the extent of any amounts required to be contributed by the Trinity Class A Member pursuant to Section 5.3 that have not yet been contributed.
