Books of Account and Reports. 1. BD agrees to keep complete and accurate records of its sales of the PRODUCT(S) sold and all data necessary for the computation of payments to be made to LICENSOR hereunder. However, BD shall have no duty of trust or other fiduciary relationship with LICENSOR regarding the maintenance of the books of account or the calculation and reporting of royalties.
2. Payments under ARTICLE III, when due, shall be made on or before the last business day of June, September, December and March of each year for the PRODUCT(S) sold by BD during the preceding quarterly periods ending on the last day of March, June, September and December, respectively. Such payments to LICENSOR shall be accompanied by a statement showing the total NET SALES of the PRODUCT(S) sold by BD, and such other particulars as are necessary for an accurate accounting of the payments made pursuant to this Agreement. Payment of the amount due shall accompany such statement, which shall be deemed to be true and correct unless objected to and audited in accordance with Paragraph 4 of this ARTICLE. ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
(A) To the extent sales requiring a royalty payment may have been made by BD in a country other than the United States, such royalty payments shall be made by BD in United States dollars on the basis of conversion, from the currency of such other country, at the rate of exchange recited in the report entitled "Rates of Exchange" issued monthly by BD's International Finance Department which provides spot exchange rates for each country where sales were made, on the last business day of the calendar quarter in which the sales occurred, and shall be paid at the time and in the manner set forth above, provided however, that royalties based on sales in any country shall be payable to LICENSOR only after deducting for exchange and all other charges due to other governments due to royalties, including withholding taxes due to royalties, resulting in foreign tax credits to LICENSOR, arising from the origin and transmittal of such royalties. BD agrees to accompany the statements to LICENSOR under paragraph 2 with copies of the "Rates of Exchange" reports used in calculating exchange rates for royalties in regard to countries outside the United States.
(B) The foregoing is subject to the right of BD to make pa...
Books of Account and Reports. Proper books of account shall be kept by the General Partner wherein shall be entered all transactions, matters and things relating to the Partnership's business as are usually entered into books of account kept by persons engaged in a business of a like character. The books of account shall be kept at the principal place of business of the Partnership and each Partner (or any duly constituted designee of a Partner) shall at all times during reasonable business hours have free access to and the right to inspect and copy the same. There shall be established for each Partner on the books of the Partnership a Capital Account which shall show the amount of each capital contribution made by such Partner (or his, her or its predecessor in the case of an assignment of a Partnership Interest),. adjusted to reflect such Partner's proportion of profits and losses (determined according to Paragraph B of Article VIII) and of withdrawals and distributions and other items to the extent properly creditable to or chargeable against such Capital Account. Within 75 days after the end of each Fiscal Year, the General Partner shall deliver to each Limited Partner adequate information to enable each Limited Partner to complete and file his Federal tax return. Copies of each such report shall be distributed to each Limited Partner within 60 days after the end of any such quarter. If deemed appropriate by the General Partner such notice may be prepared and distributed to Limited Partners more frequently than quarterly. The General Partner shall send such other reports and information, if any, to the Limited Partners as the General Partner may deem necessary or appropriate, including but not limited to reports containing the name and address of each person who has had an unconditional written offer to purchase Partnership property rejected by the Partnership (such report shall also contain the price and terms offered). Copies of each report distributed to the Limited Partners shall, to the extent required
Books of Account and Reports. The Company will keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to the business and affairs of the Company and its Subsidiaries, in accordance with such system of accounts and orders as shall be prescribed by governmental authorities having jurisdiction in the premises, or, in the absence thereof, in accordance with generally accepted accounting principles, and will file such reports and documents with such Federal and state governmental authorities as may be required by law.
Books of Account and Reports. Except as expressly set forth on Schedule 3.14, the books of account and other financial books and records of Seller from which the Financial Statements have been prepared are maintained in accordance with GAAP. Seller has not made any changes in accounting principles or practices in preparing the Financial Statements and the Financial Statements are capable of being audited. Each of Seller, UMKK and UMNet has filed all reports required by all Legal Requirements to be filed, and it has duly paid or accrued on its books of account all applicable duties and charges due or assessed against it pursuant to such reports.
Books of Account and Reports. 48 SECTION 9.1
Books of Account and Reports. (a) The Partnership shall maintain at its principal office and in accordance with generally accepted accounting principles, complete and accurate books of account and records of its operations showing the assets, liabilities, costs, expenditures, receipts, profits, and losses of the Partnership and of SunValley LLC, and which shall include provision for separate Capital Accounts for the Partners and shall provide for such other matters and information as a Partner shall reasonably request, together with copies of all documents executed on behalf of the Partnership. Each Partner and its representatives, duly authorized in writing, shall have the right to inspect and examine, at all reasonable times, at the principal office of the Partnership, all such books of account, records, and documents.
(b) The Managing Partner shall deliver, or cause to be delivered, to the Non-Managing Partners within ninety (90) Days after the end of each Fiscal Year of the Partnership, audited financial statements prepared in accordance with generally accepted accounting principles.
(c) The Managing Partner shall deliver, or cause to be delivered, to the Non-Managing Partners within forty-five (45) Days after the end of each calendar quarter, unaudited financial statements prepared in accordance with accounting principles consistently applied on an historical basis and with such additional details reasonably requested by the Non-Managing Partners to convert such financial statements into ones consistent with generally accepted accounting principles.
(d) The Managing Partner shall also prepare, or cause to be prepared, on behalf of the Partnership, such financial statements, reports, and other information as may be required by any Third Party lender of the Partnership.
(e) The cost of all reporting provided for or authorized in this Section 4.4 shall be paid by the Partnership. Any Partner may, at any time, and at its sole expense, cause an audit of the Partnership's books to be made by a certified public accountant of such Partner's own selection.
Books of Account and Reports. Proper books of account shall be kept by the General Partner wherein shall be entered all transactions, matters and things relating to the Partnership's business as are usually entered into books of account kept by persons engaged in a business of a like character. The books of account shall be kept at the principal place of business of the Partnership and each Partner (or any duly constituted designee of a Partner) shall at all times during reasonable business hours have free access to and the right to inspect and copy the same. There shall be established for each Partner on the books of the Partnership a Capital Account which shall show the amount of each capital contribution made by such Partner (or his, her or
Books of Account and Reports. Internal Controls; Absence of Certain Payments; Bank Accounts............................. 30
Books of Account and Reports. Books of Account 45 SECTION 9.2 Annual Reports, Monthly Statements and Periodic Reports 46 SECTION 9.3 Tax Information 46 SECTION 9.4 Calculation of Net Asset Value 46 SECTION 9.5 Maintenance of Records 46 SECTION 10.1 Fiscal Year 47 SECTION 10.2 Tax Year 47
Books of Account and Reports. Proper books of account shall be kept by the General Partner wherein shall be entered all transactions, matters and things relating to the Partnership's business as are usually entered into books of account kept by persons engaged in a business of a like character. The books of account shall be kept at the principal place of business of the Partnership and the books of account for the current and past three Fiscal Years shall be kept at the Partnership's California office and each Partner (or any duly constituted designee of a Partner) shall at all times during reasonable business hours have free access to and the right to inspect and copy the same. There shall also be kept at the Partnership's California office: a current alphabetical list of the Partners' names, addresses, Contributions and Capital Accounts; copies of the Certificate of Limited Partnership and all amendments thereto; copies of the Partnership's Federal, state and local income tax or information returns and reports for the six most recent tax years; copies of this Partnership Agreement and all amendments thereto and powers of attorney pursuant to which this Agreement was executed and the Partnership's financial statements for the six most recent fiscal years. There shall be established for each Partner on the books of the Partnership a Capital Account which shall be maintained in accordance with Federal income tax accounting principles and which shall show the amount of each capital contribution made by such Partner (or his, her or its predecessor in the case of an assignment of a Partnership Interest), adjusted to reflect such Partner's proportion of profits and losses (determined according to Article VIII) and of withdrawals and distributions and other items to the extent properly creditable to or chargeable against such Capital Account. Within 75 days after the end of each Fiscal Year, the General Partner shall deliver to each Limited Partner adequate information to enable each Limited Partner to complete and file his Federal tax return. Copies of each report distributed to the Limited Partners shall, to the extent required by applicable law, be filed
