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.
Appears in 3 contracts
Samples: Operating Agreement (Wellsford Real Properties Inc), Assignment of Interest (Wellsford Real Properties Inc), Operating Agreement (Wellsford Real Properties Inc)
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- 1.704-1(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.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Wellsford Residential Property Trust), Operating Agreement (Wellsford Real Properties Inc), Pledge and Security Agreement (Equity Residential Properties Trust)
