Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect (i) the conversion and cancellation of all Public Common Units in accordance with Section 3.1 and Section 3.2, (ii) the conversion of the limited liability company interests in Merger Sub in accordance with Section 3.1(b), and (iii) the cancellation and extinguishment of any Partnership Interests that are owned by the Partnership or any Subsidiary of the Partnership in accordance with Section 3.1(c)(i).
Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect (i) the cancellation and retirement of all Common Units that were converted into the right to receive the Merger Consideration and that, immediately following the Effective Time, Parent or its Subsidiaries will be the only holder(s) of Common Units and (ii) that the existence of the Partnership shall continue without dissolution.
Books and Records of the Partnership. The General Partner shall cause the Partnership to keep records and books of account in which shall be entered fully and accurately all transactions and other matters relative to the Partnership’s business as are usually entered in records and books of account maintained by persons engaged in business of a like character. Subject to the right of the General Partner to elect otherwise at any time, the Partnership shall report its income for federal income tax purposes on the accrual basis and the Partnership’s books of account shall be kept on the accrual basis in accordance with the accounting methods followed by the Partnership for federal income tax purposes. The Partnership shall maintain at its registered office the books and records required to be maintained by the Act, which shall be subject to inspection and copying during ordinary business hours at the reasonable request, and at the expense, of any Partner.
Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time whose Class A Common Units are converted into the right to receive the Merger Consideration pursuant to this Section 3.1 shall cease to be limited partners of the Partnership pursuant to this Agreement and that, immediately following the Effective Time, Parent and EEP are the only limited partners of the Partnership.
Books and Records of the Partnership. At the Effective Time, the books and records of the Partnership shall be revised to reflect that all Limited Partners of the Partnership immediately prior to the Effective Time (other than Parent) cease to be Limited Partners of the Partnership pursuant to this Agreement and that Parent is the only Limited Partner of the Partnership that will hold all of the Common Units of the Surviving Entity.
Books and Records of the Partnership. 11.1.1 The Lyondell Partner shall open and maintain on behalf of the Partnership books, records and accounts in Euros, which, in reasonable detail, accurately and fairly reflect the business activities as they have been carried out by the Partnership.
11.1.2 The Lyondell Partner will devise and maintain an adequate system of internal accounting controls which shall, amongst others, be sufficient to provide reasonable assurance that transactions are recorded as necessary (a) to permit preparation of financial statements in conformity with generally accepted accounting principles as applied, from time to time, in Western Europe by the Lyondell Group and (b) to maintain accountability for assets and liabilities.
Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect (i) the cancellation and extinguishment of all Public Common Units in accordance with Section 3.1(a), (ii) the conversion of the limited liability company interests in Merger Sub in accordance with Section 3.1(b), (iii) the cancellation and extinguishment of any Partnership Interests that are owned by (A) the Partnership or any Subsidiary of the Partnership or (B) Parent or any Affiliate of Parent (excluding the General Partner Interest and the Common Units owned by the General Partner), in each case in accordance with Section 3.1(c)(i), and (iv) the conversion of the General Partner Interest in accordance with Section 3.1(c)(ii).
Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect (i) the conversion and cancelation of all Public Common Units in accordance with Section 3.1(a), (ii) the conversion of the limited liability company interests in Merger Sub in accordance with Section 3.1(b), (iii) the cancelation and extinguishment of any Partnership Owned Units in accordance with Section 3.1(d), (iv) that DCP LLC, the General Partner and PDI are the only holders of Common Units of the Surviving Entity and (v) that each such Common Unit of the Surviving Entity is Outstanding (as such term is defined in the Partnership Agreement) for all purposes under the Partnership Agreement.
Books and Records of the Partnership. At the Effective Time, the books and records of the Partnership shall be revised to reflect (i) the cancellation and retirement of Common Units that were converted into the right to receive the Merger Consideration, (ii) that, immediately following the Effective Time, all Limited Partners of the Partnership immediately prior to the Effective Time (other than Parent) cease to be Limited Partners of the Partnership pursuant to this Agreement and that Parent is the only Limited Partner of the Partnership that will hold all of the Common Units of the Surviving Entity, (iv) Parent’s number of Common Units shall be increased to reflect the issuance of Common Units pursuant to Section 3.1(c), and (v) the existence of the Partnership shall continue without dissolution.
Books and Records of the Partnership. (a) The books and records of the Partnership shall be (i) audited by an independent nationally recognized auditing firm selected by the General Partner as of the end of each Fiscal Year and, (ii) maintained in accordance with GAAP principles, with the exception that they will be on a fair value basis, applying the specialized accounting and reporting principles for investment companies in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 946 “Investment Companies” (ASC 946); provided that the General Partner may, but is not required to, cause the Partnership’s books of account to diverge from GAAP to cause Organizational Expenses or a portion thereof to be amortized as provided in Section 3.08(a)(i). In addition, so long as the Partnership is required to comply with Section 12 and Section 13 of the Exchange Act, the Partnership shall also prepare financial statements as of the end of each Fiscal Year and close of each Fiscal Quarter, in each case, on any basis required by and in conformity therewith, and such financial statements shall be audited (in the case of annual financial statements) and reviewed (in the case of quarterly financial statements) by an independent nationally recognized auditing firm selected by the General Partner.
(b) The books and records of the Partnership will be maintained for six (6) years (or such longer period required by applicable law) after termination of the Partnership.
