Examples of Negative Capital Account in a sentence
Notwithstanding anything contained in this Agreement to the contrary, upon the dissolution and termination of the Company, no Member and neither the Manager, nor any of its Affiliates, shall have any personal liability to repay to the Company any portion or all of any Member’s Negative Capital Account.
No Member shall be personally liable for any amount payable pursuant to this Article 8, or to make any Capital Contribution, return any distribution made to it by the Company, or restore any Negative Capital Account balance to enable the Company to make any such payment.
For purposes of this Section 12.9, in determining whether a Member has a Modified Negative Capital Account, there shall be taken into account those adjustments, allocations and distributions that, as of the end of the year, are reasonably expected to be made.
In fact, defendant alleges that, "[f]or an extended period of time prior to receiving the aforementioned letter, and up through the filing of this lawsuit, [he] has consistently requested" access to the books and records of TCFR to "investigate the accuracy of the alleged Redemption Price and Negative Capital Account" (Answer, ¶ 89).In the absence of any allegation that defendant relied upon the Demand Letter (and that such reliance was justifiable), the second counterclaim for fraud must be dismissed.
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