No Obligation to Restore. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulation Section 1.704-1(b)(2), if either Member has a deficit in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustment for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution for the purposes of eliminating or diminishing its negative Capital Account balance and its negative Capital Account balance shall not be considered a debt owned by such Member to the Company or to any other person for any purpose whatsoever.
Appears in 2 contracts
Sources: Joint Venture and Operating Agreement, Joint Venture and Operating Agreement (Solazyme Inc)