Accounting, Tax and Regulatory Matters Each Owner and the Company, -------------------------------------- jointly and severally, represents and warrants to Premiere that neither the Company, any Owner nor any Affiliate thereof has taken or agreed to take any action or has any knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying for pooling-of-interests accounting treatment or as a reorganization within the meaning of Section 368(a) of the Code, or (ii) materially impede or delay receipt of any consents referred to in Section 5.6 of the Uniform Terms or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.
ACCOUNTING AND AUDIT The Agency shall utilize and maintain such records and practices regarding receipts and disbursements of the Funds as to be in accordance with generally accepted accounting principles. All such records shall be open to inspection and audit by the City or by the City's designee during normal business hours during the term hereof and for a period of three (3) years after the termination of this Agreement. Any cost incurred by the Agency as a result of a City audit shall be the sole responsibility of and shall be borne by the Agency. In addition, should the Agency provide any or all of the Funds to sub-recipients, then and in that event the Agency shall include in written agreements with such sub-recipients a requirement that records of the sub-recipient be open to inspection and audit by the City or the City's designee to the same extent as those of the Agency.
Books and Records Accounting Tax Matters Describes general and administrative items and procedural aspects of handling certain of those items.
Accounting and Tax Matters The General Partner shall keep proper and usual books and records pertaining to the Partnership’s business in accordance with generally accepted accounting principles. The books and records and all files of the Partnership shall be kept at its principal office. The General Partner shall prepare and furnish to the Limited Partners promptly after the close of each fiscal year an unaudited statement, certified by the General Partner, showing the operations of the Partnership for such fiscal year, including a balance sheet and statement of income or loss and changes in financial position for such fiscal year, the balance of each Limited Partner’s Capital Account, the unpaid balance due under all obligations of the Partnership and all other information reasonably requested by any Partner. The Limited Partners, and the authorized agents thereof, shall have the right at all reasonable times to audit, examine and make copies or extracts from the Partnership books of account. Federal, state and local income tax returns of the Partnership shall be prepared and timely filed by the General Partner. Copies of the tax returns shall be furnished to the Limited Partners prior to filing thereof. The General Partner is hereby designated the tax matters partner of the Partnership.
Tax and Accounting Treatment Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, and for accounting purposes, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and that the Purchased Mortgage Loans are owned by Seller in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by applicable Requirements of Law or GAAP.
Tax Returns and Audits The Acquired Companies have timely filed all federal, state, local and foreign tax returns required to be filed by it or has paid or made provision for the payment of any penalty or interests arising from the late filing of any such return, have correctly reflected all taxes required to be shown thereon, and have fully paid or made adequate provision for the payment of all taxes that have been incurred or are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. There are no circumstances or pending questions relating to potential tax liabilities nor claims asserted for taxes or assessments of any Acquired Company that, if adversely determined, could result in a tax liability for any period prior to, including, or beginning after the Closing Date or on such Acquired Company's practices in computing or reporting taxes. No federal income tax or information return for any Acquired Company is currently the subject of an audit by the Internal Revenue Service. No Acquired Company has executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due that is currently in effect. (a) Schedule 3.14 lists all current material agreements, contracts, obligations, promises, or undertakings (whether written or oral and whether express or implied) that are legally binding (collectively, "Contracts") to which any Acquired Company is a party, including, without limitation, the following: (i) any Contract (or group of Contracts) for the furnishing or receipt of services that calls for performance over a period of more than one (1) year; (ii) any Contract concerning a partnership or joint venture; (iii) any Contract (or group of Contracts) under which any Acquired Company has created, incurred or assumed or may create, incur or assume indebtedness (including capitalized lease obligations) involving more than $10,000 or under which it has imposed (or may impose) a security interest on any of its assets, tangible or intangible; (iv) any employment agreement; (v) any Contract concerning confidentiality or non-competition; (vi) any Contract involving any Acquired Company and its present or former affiliates, officers, directors or shareholders; (vii) any Contract under which the consequences of a default or termination could have a material adverse effect on the assets, liabilities, business, financial condition, operations or future prospects of any Acquired Company; or (viii) any other Contract (or group of Contracts) either involving more than $10,000 or not entered into in the ordinary course of business. (b) No Acquired Company is a party to any verbal Contract which, if reduced to written form, would be required to be listed in Schedule 3.14. The Shareholders have delivered to Buyer a correct and complete copy of each written Contract, as amended to date, listed in Schedule 3.14. Each such Contract is valid and enforceable in accordance with its terms, and no party is in default under any provision thereof.
Tax and Accounting Consequences It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Legal and Accounting Fees and Expenses All charges for services and expenses of the Corporation’s legal counsel and independent auditors for the benefit of the Fund;
Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21