Excess Negative Balance definition
Excess Negative Balance means the excess of the negative balance in a Member's Capital Account (computed with any adjustments which are required by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) over the amount the Member is obligated to restore to the LLC (computed under the principles of Treasury Regulations Section 1.704-1(b)(2)(ii)(c)) inclusive of any addition to such restoration obligation pursuant to application of the provisions of Treasury Regulations Section 1.704-2 or any successor provisions thereto.
Excess Negative Balance. The negative balance, if any, in a Member's Capital Account as of the end of a Fiscal Year after crediting the Member's Capital Account for the amount of any negative balance in such Capital Account that the Partner is obligated to restore or is treated as obligated to restore pursuant to Regulations sections 1.704-1(b)(2)(ii) (b)(3) and 1.704-1(b)(2)(ii)(c) and the amount of such Member's share of the Company's Minimum Gain, determined pursuant to Regulations sections 1.704-1T(b)(4)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5); and debiting the Member's Capital Account for any adjustment, allocation, or distribution described in paragraph (4), (5), or (6) of Regulations section 1.704-1(b)(2)(ii)(d).
Excess Negative Balance for a Partner means the excess, if any, of (i) the negative balance in a Partner's Capital Account after reducing such balance by the net adjustments, allocations and distributions described in Treasury Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5) and (6) which, as of the end of the Partnership's taxable year are reasonably expected to be made to such Partner, over (H) the sum of (A) the amount, if any, which the Partner is required to restore to the Partnership upon liquidation of such Partner's interest in the Partnership (or which is so treated pursuant to Treasury Regulations ss.1104-1(b)(2)(h)(c)), (B) the Partner's Share of Minimum Gain and (C) that portion of any indebtedness of the Partnership (other than Partner Nonrecourse Debt) with respect to which the Partner bears the Economic Risk of Loss that such indebtedness would not be repaid out of the Partnership's assets if all of the Partnership's assets were sold at their respective tax basis as of the end of the fiscal year or other period and the proceeds from the sales together with any amounts described in clause (A), above, were used to pay the Partnership's liabilities.
Examples of Excess Negative Balance in a sentence
A Member will not be allocated any item of ------------------- LLC loss or deduction to the extent such allocation would cause such Member's Adjusted Capital Account to have an Excess Negative Balance.
If a Member unexpectedly receives any ----------------------- adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4) through (d)(6), items of LLC income and gain will be specially allocated to such Member any Excess Negative Balance in such Member's Capital Account created thereby as quickly as possible.
If a Member's Adjusted Capital Account has --------------------- an Unadjusted Excess Negative Balance at the end of any Fiscal Year, such Member will be reallocated items of income and gain for such Fiscal Year (and, if necessary, future Fiscal Years) in the amount necessary to eliminate such Unadjusted Excess Negative Balance as quickly as possible.
In no event shall Net Losses of the Partnership be allocated to a Partner if such allocation would cause or increase an Excess Negative Balance in such Partner's Capital Account.
Negative Balance" shall have the same meaning as Excess Negative Balance, except ---------------- that the Unadjusted Excess Negative Balance of a Partner shall be computed without effecting the reductions to such Partner's Capital Account which are described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d).
More Definitions of Excess Negative Balance
Excess Negative Balance. The excess, if any, of (1) the negative balance in a Member's Capital Account after reducing such balance as required by the Treasury Regulations, over (2) the sum of (i) the amount, if any, which the Member is obligated or deemed obligated to restore upon liquidation of the LLC, and (ii) the Member's share of any minimum gain and of any minimum gain attributable to Member nonrecourse debt as determined under Treasury Regulations Section 1.704- 2.
Excess Negative Balance for a Member means the excess, if any, of (i) the ----------------------- negative balance in a Member's Capital Account after reducing such balance by the net adjustments, allocations and distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) which, as of the end of the LLC's taxable year are reasonably expected to be made to such Member, over (ii) the sum of (A) the amount, if any, which the Member is required to restore to the LLC upon liquidation of such Member's interest in the LLC (or which is so treated pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c)), (B) the Member's Share of Minimum Gain and (C) that portion of any indebtedness of the LLC (other than Partner Nonrecourse Debt) with respect to which the Member bears the Economic Risk of Loss that such indebtedness would not be repaid out the LLC's assets if all of the LLC's assets were sold at their respective Carrying Values as of the end of the fiscal year or other B-2 period and the proceeds from the sales together with any amounts described in clause (A) above, were used to pay the LLC's liabilities.
Excess Negative Balance shall have the meaning set forth in Section 12.2(a)(v). Exculpated Party, Exculpated Parties: shall have the meaning set forth in Section 10.13.
Excess Negative Balance shall have the meaning set forth in Paragraph ----------------------- 11.2(e).
Excess Negative Balance. First Installment of Subscribed Capital" 2.01(a) "Fiscal Period" 2.02
Excess Negative Balance. As to any Partner, the excess, if any, of (i) the negative balance in a Partner's Capital Account (determined before taking into account any Capital Account adjustments for the Partnership taxable year during which the determination is made) after reducing such balance by the net adjustments, allocations and distributions described in Regulation Sections 1.704-l(b)(2)(ii)(d) (4), (5) and (6) which, as of the end the Partnership's taxable year are reasonably expected to be made to such Partner, over (ii) the sum of (A) the amount, if any, which the Partner is required to restore to the Partnership upon liquidation of such Partner's Partnership Interest (or which is so treated pursuant to Regulation Section 1.704- l(b)(2)(ii)(c)), (B) the Partner's share (as determined under Regulation Section 1.704-2(g)(1)) of the Minimum Gain computed solely with respect to Nonrecourse Debt other than Partner Nonrecourse Debt, and (C) the Partner's share (as determined under Regulation Section 1.704- 2(i)(5)) of the Partner Minimum Gain computed solely with respect to any Partner Nonrecourse Debt.
Excess Negative Balance means the excess, if any, of (a) the negative balance in a Partner's Capital Account after reducing such balance by the net adjustments, allocations and distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4),(5) and (6) which, as of the end of the Partnership's taxable year are reasonably expected to be made to such Partner, over (b) the sum of (i) the amount, if any, which the Partner is required to restore to the Partnership upon liquidation of the Partner's interest in the Partnership (or which is so treated pursuant to Treasury Regulation Section 1.704-l(b)(2)(ii)(c)), (ii) the Partner's share (as determined under Temporary Treasury Regulation Section l.704-1T(b)(4)(iv)(f)) of the Partnership's Minimum Gain computed solely with respect to Nonrecourse Debt other than Partner Nonrecourse Debt, (iii) the Partner's share (as determined under Temporary Treasury Regulation Section l.704-lT(b)(4)(iv)(h)(5)) of the Partnership's Minimum Gain computed solely with respect to any Partner Nonrecourse Debt for which the Partner bears the economic risk of loss and (iv) the Partner's share (as determined under Code Section 752) of any recourse indebtedness of the Partnership to the extent that such indebtedness could not be repaid out of the Partnership's assets if all of the Partnership's assets were sold at their respective Carrying Values as of the end of the fiscal year or other period and the proceeds from the sales were used to pay the Partnership's liabilities. For purposes of clause (iv) of this Section 1.15, the amounts computed pursuant to clause (i) of this Section 1.15 for each Partner shall be considered to be proceeds from the sale of the assets of the Partnership to the extent such amounts would be available to satisfy (directly or indirectly) the indebtedness specified in clause (iv).