Books; Accounting and Tax Treatment Sample Clauses

Books; Accounting and Tax Treatment. 4 Section 5.1. Books and Records; Accounting 4 Section 5.2. Company Tax Returns 4 Section 5.3. Tax Treatment 4 ARTICLE VI Dissolution 4 Section 6.1. Duration and Dissolution 4 Section 6.2. Winding Up 4 Section 6.3. Distribution of Assets 4 Section 6.4. Cancellation of Articles of Organization 4 ARTICLE VII Indemnification 5 Section 7.1. Waiver of Liability 5 Section 7.2. Good Faith and Other Standards 5 Section 7.3. Books and Records 6 Section 7.4. Indemnification 6 Section 7.5. Insurance 7 Section 7.6. Limitation on Liability 7 ARTICLE VIII Miscellaneous 7 Section 8.1. Pledge of Membership Units 7 Section 8.2. Entire Agreement 8 Section 8.3. Notices 8 Section 8.4. Governing Law 8 Section 8.5. Validity 8 Section 8.6. Section Headings 8 Section 8.7. Survival of Rights 8 Section 8.8. Counterparts 8 Section 8.9. Remedies Cumulative 8 LIMITED LIABILITY COMPANY AGREEMENT OF HEK WATER SOLUTIONS, LLC This Limited Liability Company Agreement (this “Agreement”) of HEK Water Solutions, LLC, a Delaware limited liability company (the “Company”), is made effective as of July 27, 2011, by Xxxxxxxx Corporation, as the sole member of the Company (the “Member”).
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Books; Accounting and Tax Treatment. 4 Section 5.1. Books and Records; Accounting 4 Section 5.2. Company Tax Returns 4 Section 5.3. Tax Treatment 4 ARTICLE VI Dissolution 4 Section 6.1. Duration and Dissolution 4 Section 6.2. Winding Up 4 Section 6.3. Distribution of Assets 4 Section 6.4. Cancellation of Articles of Organization 4 ARTICLE VII Indemnification 4 Section 7.1. Waiver of Liability 4 Section 7.2. Good Faith and Other Standards 5 Section 7.3. Books and Records 5 Section 7.4. Indemnification 6 Section 7.5. Insurance 6 Section 7.6. Limitation on Liability 6
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Books; Accounting and Tax Treatment 
Sample 1

Related to Books; Accounting and Tax Treatment

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • 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.

  • Accounting and Fiscal Year Subject to Code Section 448, the books of the Partnership shall be kept on such method of accounting for tax and financial reporting purposes as may be determined by the General Partner. The fiscal year of the Partnership shall end on December 31 of each year, or on such other date permitted under the Code as the General Partner shall determine.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • 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.

  • Accounting Matters If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

  • Certain Accounting Matters (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • Accounting Provisions Unless otherwise expressly provided herein, all references in this Agreement to GAAP shall mean GAAP as in effect on the date of this Agreement as published by the Financial Accounting Standards Board. All accounting terms used in this Agreement and not defined expressly, completely or specifically herein shall have the respective meanings given to them, and shall be construed, in accordance with GAAP. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in accordance with GAAP applied in a manner consistent with that used to prepare the most recent audited consolidated financial statements of the Borrower and its Subsidiaries. All financial or accounting calculations or determinations required pursuant to this Agreement shall be made, and all references to the financial statements of the Borrower, Adjusted EBITDA, Senior Secured Debt, Total Debt, Interest Expense, Consolidated Total Assets and other such financial terms shall be deemed to refer to such items, unless otherwise expressly provided herein, on a consolidated basis for the Borrower and its Subsidiaries. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements of the Borrower for the fiscal year ended December 31, 2018 for all purposes, notwithstanding any change in GAAP relating thereto, including with respect to Accounting Standards Codification 842.

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