Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member will be entitled to look solely to the assets of the Company (other than the Property and certain additional intellectual property, if any, which shall be distributed in accordance with Section 4.2(b)) for the return of such Member’s positive Capital Account balance and will have no recourse for its Capital Contribution and/or share of allocated net income or gain against the Directors or any other Member. If any Member has a deficit balance in its Capital Account (after taking into account all Capital Account adjustments for the Company’s taxable year in which the liquidation occurs), such Member will have no obligation to make any contribution to the capital of the Company with respect to such deficit, such deficit will not be considered a debt owed to the Company or to any other person for any purpose whatsoever and such Member will not be liable for such deficit in any manner.
Appears in 2 contracts
Sources: Operating Agreement (Palmsource Inc), Operating Agreement (Palm Inc)