Common use of Restoration of Negative Capital Account Clause in Contracts

Restoration of Negative Capital Account. If, upon the liquidation of the Partnership or the liquidation of a Partner's interest in the Partnership, a Partner shall have a negative balance in his capital account, after giving effect to all adjustments to the capital account of such Partner pursuant to Article IV and Section 5.8, then notwithstanding anything herein, such Partner shall contribute to the Partnership cash in the amount of such deficit balance. Contributions made under this Section shall be made by the end of the taxable year of the Partnership in which the liquidation of the Partnership or the liquidation of such Partner's interest in the Partnership occurs (or, if later, within ninety days after the date of such liquidation); and shall be used first to satisfy any amounts then owing by the Partnership to its creditors to the extent that such creditors have recourse to the assets of the Partners; any remaining amount shall be distributed to the Partners having positive balances in their capital accounts in proportion to such positive balances. Notwithstanding anything herein, a Partner required to make a contribution pursuant to this Section 8.2.3 shall be personally liable to make such contribution. For purposes of this Section 8.2.3, the term "liquidation" shall have the meaning given it in the first two sentences of Treasury Regulation Section 1.704-1(b)(2)(ii)(g).

Restoration of Negative Capital Account. If, upon the liquidation of the Partnership or the liquidation of a Partner's interest in the Partnership, a Partner shall have a negative balance in his capital account, after giving effect to all adjustments to the capital account of such Partner pursuant to Article IV and Section 5.8, then notwithstanding anything herein, such Partner shall contribute to the Partnership cash in the amount of such deficit balance. Contributions made under this Section shall be made by the end of the taxable year of the Partnership in which the liquidation of the Partnership or the liquidation of such Partner's interest in the Partnership occurs (or, if later, within ninety days after the date of such liquidation); and shall be used first to satisfy any amounts then owing by the Partnership to its creditors to the extent that such creditors have recourse to the assets of the Partners; any remaining amount shall be distributed to the Partners having positive balances in their capital accounts in proportion to such positive balances. Notwithstanding anything herein, a Partner required to make a contribution pursuant to this Section 8.2.3 shall be personally liable to make such contribution. For purposes of this Section 8.2.3, the term "liquidation" shall have the meaning given it in the first two sentences of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g).

Restoration of Negative Capital Account. If, upon the liquidation of the Partnership or the liquidation of a Partner's interest in the Partnership, a Partner shall have a negative balance in his capital account, after giving effect to all adjustments to the capital account of such Partner pursuant to Article IV and Section 5.8, then notwithstanding anything herein, such Partner shall contribute to the Partnership cash in the amount of such deficit balance. Contributions made under this Section shall be made by the end of the taxable year of the Partnership in which the liquidation of the Partnership or the liquidation of such Partner's interest in the Partnership occurs (or, if later, within ninety days after the date of such liquidation); and shall be used first to satisfy any amounts then owing by the Partnership to its creditors to the extent that such creditors have recourse to the assets of the Partners; any remaining amount shall be distributed to the Partners having positive balances in their capital accounts in proportion to such positive balances. Notwithstanding anything herein, a Partner required to make a contribution pursuant to this Section 8.2.3 shall be personally liable to make such contribution. For purposes of this Section 8.2.3, the term "liquidation" shall have the meaning given it in the first two sentences of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1(b)(2)(i)(g).