Accounting and Tax. (a) The latest available consolidated and unconsolidated audited accounts of the Borrower and the other Obligors have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower and the other Obligors, as relevant.
(b) The accounting reference date of the Borrower and each Obligor is 31 December.
(c) No Obligor is required to make any deduction for or on account of any Tax from any payment it may make under the Finance Documents, except for withholding tax (Kapitalertragssteuer) which have to be deducted pursuant to Sub-Paragraph (j) of Article 4.2 (Variable Remuneration). (Non-repeating)
(d) All Tax returns required to have been filed by each Obligor or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.
(e) Each Obligor has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.
(f) With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.
(g) Under the laws of the jurisdiction of incorporation of each Obligor, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents, or the transactions contemplated by the Finance Documents, other than the official certification (öffentliche Beglaubigung) of the Land Charge Creation Deed (Grundschuldbestellungsurkunde) and payment of related notary fees and the registration of the Land Charge in the land register (Grundbuch) and payment of the related registration fees. (Non-repeating)
Accounting and Tax. (i) The latest of its available consolidated and unconsolidated audited accounts have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all of its liabilities (actual or contingent).
(ii) The Accounting Reference Date of the Guarantor is 30 June.
(iii) It is not required to make any deduction for or on account of any Tax from any payment it may make under this Guarantee Agreement. (Non-repeating)
(iv) All Tax returns required to have been filed by it or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.
(v) It has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.
(vi) With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.
(vii) Under the laws of the jurisdiction of incorporation of the Guarantor, it is not necessary that this Guarantee Agreement be filed, recorded or enrolled with any court or other authority, other than with the Securities and Exchange Commission, or that any stamp, registration or similar tax be paid on or in relation to this Guarantee Agreement, or the transactions contemplated by this Guarantee Agreement. (Non-repeating)
Accounting and Tax. (a) The latest available consolidated audited accounts of the Obligor have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Obligor, as relevant.
(b) It is not required to make any deduction for or on account of any Tax from any payment it may make under the Agreement.
(c) All Tax returns required to have been filed by it or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.
(d) It has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.
(e) With respect to Taxes which have not fallen due or which it is contesting, it is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.
(f) Under the laws of Germany it is not necessary that the Agreement be filed, recorded or enrolled with any court or other authority in Germany or that any stamp, registration or similar Tax be paid on or in relation to the Agreement, or the transactions contemplated by the Agreement.
Accounting and Tax. 1. Access to 1996, 1997 and 1998 general ledger. 2. Federal tax returns of Corporation for 4 years. 3. State sales, use, income and personal property tax returns for 4 years.
Accounting and Tax. (a) The latest available consolidated and unconsolidated audited accounts of the Borrower have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower and the other Obligors, as relevant.
(b) The accounting reference date of the Borrower is 31 December.
(c) No Obligor is required to make any deduction for or on account of any Tax from any payment it may make under the Finance Documents. (Non-repeating)
(d) All Tax returns required to have been filed by each Obligor or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.
(e) Each Obligor has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.
(f) With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.
(g) Under the laws of the jurisdiction of incorporation of each Obligor, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents, or the transactions contemplated by the Finance Documents except in the case of the Equipment and Receivables Pledge Agreement which is required to be filed at the Israeli Registrar of Companies within 21 days of their creation. (Non-repeating)
Accounting and Tax. (a) The latest available consolidated audited accounts of the Borrower and the other Obligors have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower and the other Obligors, as relevant.
(b) The Accounting Reference Date of the Borrower is 31
Accounting and Tax. (i) Change its financial accounting policies or procedures, other than as required by GAAP or (ii) make, change or rescind any material Tax election or change a method of Tax accounting, in either case except as required by applicable Law or except for any such actions taken in the ordinary course of business;
Accounting and Tax. (i) Change its financial accounting policies or procedures, other than as required by GAAP, (ii) except to the extent required by applicable Laws, make or change any material Tax election , (iii) enter into any material closing, settlement, or other agreement with any Governmental Entity relating to or which could have an effect on material Taxes, (iv) agree to extend or waive any period of adjustment, assessment, or collection of material Taxes , or issue an power of attorney with respect to material Taxes, (v) apply for or request any written ruling from a Governmental Entity relating to Taxes, or (vi) file any Tax Return (including any material Tax Return) except in a manner consistent with Section 5.17;
Accounting and Tax. (i) Change its financial accounting policies or procedures, other than as required by GAAP, (ii) make, change or rescind any material Tax election or change a method of Tax accounting, (iii) amend any material Tax Return, or settle or compromise any material Tax liability audit, claim or assessment, or enter into any material closing agreement related to Taxes, or (iv) knowingly surrender any right to claim any material Tax refund, except to the extent that any such action is required by Law or necessary to preserve the status of the Company as a REIT under the Code or any comparable provision of state or local Law;
Accounting and Tax. 1. Access to 1997, 1998 and 1999 general ledger. 2. Federal tax returns of Corporation for 4 years. 3. State sales, use, income and personal property tax returns for 4 years.
4. Certified balance sheets and income statements of NMBT for 4 prior years, and most recent period available, including accountant's reports. * 5. All audit reports of IRS in last 4 years. 6. All audit reports of state taxing authorities in last 4 years. 7. List setting forth status of all open tax returns, noting status of each years return, i.e., whether liability settled, not yet determined or in controversy. Status of all claims for refund. 8. List of all bank accounts in other banks with: a) copy of most recent statement and reconciliation to general ledger. b) copy of bank account resolution. c) copy of current signature cards.
