Books Records Accounting and Reports. Section 8.1 Records and Accounting 75 Section 8.2 Fiscal Year 75 Section 8.3 Reports 75 ARTICLE IX
Books Records Accounting and Reports. Section 7.1 Records and Accounting 16 Section 7.2 Reports 16 Section 7.3 Bank Accounts 17 ARTICLE VIII
Books Records Accounting and Reports. Section 9.1 Books, Records and Accounting 16 Section 9.2 Fiscal Year 17 Section 9.3 Reports 17
Books Records Accounting and Reports. 30 8.1 Books, Records and Accounting 30 8.2 Fiscal Year 31 8.3 Reports 31 ARTICLE 9
Books Records Accounting and Reports. 44 9.1 Records and Accounting 44 9.2 Fiscal Year 45 9.3 Reports 45
Books Records Accounting and Reports. Section 9.1
Books Records Accounting and Reports. Section 8.1 Records and Accounting US-DOCS\00000000.12 The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Securities, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate.
Books Records Accounting and Reports. (a) Ashford, acting as a Member and on behalf of the Company, shall maintain, or cause to be maintained, in a manner customary and consistent with good accounting principles, practices and procedures, a comprehensive system of office records, books and accounts (which records, books and accounts shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial transaction with respect to the ownership and operation of the property of the Company. Such books and records of account shall be prepared and maintained at the principal place of business of the Company. Such books and records shall be maintained, and income, gain, losses and deductions shall be determined and accounted for, on the accrual basis in accordance with generally accepted accounting principals consistently applied (with sufficient supplementary records to permit the computation of cash flow on a cash basis). Each Member or its duly authorized representative, upon reasonable prior notice, shall have the right to inspect, examine and copy such books and records of account at the Company’s office during reasonable business hours and to receive other material information about the Company and its operations. A reasonable charge for copying books and records may be charged by the Company. Each Member, upon reasonable prior notice, shall have the right to audit such records and books of account by an accountant of its choice at its expense. Ashford, acting as a Member and on behalf of the Company, shall reasonably cooperate with any Member or its agents in connection with any review or audit of the Company or its records and books. Ashford, acting as a Member and on behalf of the Company, shall retain all records and books relating to the Company for a period of at least six (6) years after the dissolution of the Company and shall thereafter destroy such records and books only after giving at least thirty (30) days’ advance written notice to the Members.
Books Records Accounting and Reports. 45 Section 9.1 Records and Accounting 45 Section 9.2 Fiscal Year 45 Section 9.3 Reports 45 ARTICLE 10 TAX MATTERS 45 Section 10.1 Preparation of Tax Returns 45 Section 10.2 Tax Elections 46 Section 10.3 Tax Matters Partner 46 Section 10.4 Organizational Expenses 47 Section 10.5 Withholding 48 ARTICLE 11 TRANSFERS AND WITHDRAWALS 48 Section 11.1 Transfer 48 Section 11.2 Transfer of General Partner’s Partnership Interest 49 Section 11.3 Limited Partners’ Rights to Transfer 49 Section 11.4 Substituted Limited Partners 51 Section 11.5 Assignees 52 Section 11.6 General Provisions 52 ARTICLE 12 ADMISSION OF PARTNERS 53 Section 12.1 Admission of Successor General Partner 53 Section 12.2 Admission of Additional Limited Partners 53 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership 53 Section 12.4 Limit on Number of Partners 53 ARTICLE 13 DISSOLUTION AND LIQUIDATION 54 Section 13.1 Dissolution 54 Section 13.2 Winding Up 55 Section 13.3 Compliance with Timing Requirements of Regulations 55 Section 13.4 Deemed Distribution and Recontribution 56 Section 13.5 Rights of Limited Partners 56 Section 13.6 Notice of Dissolution 56 Section 13.7 Cancellation of Certificate of Limited Partnership 57 Section 13.8 Reasonable Time for Winding-Up 57 Section 13.9 Waiver of Partition 57 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 57 Section 14.1 Amendments 57 Section 14.2 Action by the Partners 58 ARTICLE 15 GENERAL PROVISIONS 58 Section 15.1 Addresses and Notice 58 Section 15.2 Titles and Captions 59 Section 15.3 Pronouns and Plurals 59 Section 15.4 Further Action 59 Section 15.5 Binding Effect 59 Section 15.6 Creditors 59 Section 15.7 Waiver 59 Section 15.8 Counterparts 59 Section 15.9 Applicable Law 60 Section 15.10 Invalidity of Provisions 60 Section 15.11 Limitation to Preserve REIT Status 60 EXHIBIT A PARTNERS, CONTRIBUTIONS AND PARTNERSHIP INTERESTS 1 EXHIBIT B NOTICE OF EXCHANGE 1 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TANGER PROPERTIES LIMITED PARTNERSHIP THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of November 11, 2005, and effective on the Transfer Date (as defined below), is entered into by and among Tanger GP Trust, a Maryland business trust, as the General Partner; Tanger LP Trust, a Maryland business trust, as a Limited Partner; and Tanger Family Limited Partnership, a North Carolina limited partnership, as a Limited Partner that will not be a partner hereto after the Transfer Date; together...
