Books Records and Reports. (a) The Corporation shall maintain, and shall cause each Subsidiary to maintain, proper books and accounts on an accrual basis and in accordance with Mexican GAAP. Such books and records shall also be maintained in such a manner as to permit the preparation of quarterly and annual reports in accordance with U.S. GAAP. The books and records of the Corporation and the Subsidiaries shall be kept in the Spanish language, except that books and records maintained in a country other than Mexico in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The minute books, the reports referenced in Section 4.2(b) below and any special report a Shareholder shall from time to time request shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Annually upon the close of the year (and at such other times as shall be approved by the Board of Directors), all such books and accounts shall be audited by the Accountants. (b) Each of the Vodafone Shareholder Group and the Verizon Shareholder Group shall be furnished with the following: (i) within 21 days after the end of each calendar month, unaudited monthly consolidated and consolidating statements of income and of sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for the Corporation and each Subsidiary; (ii) within 30 days after the end of each of the first three quarters of each fiscal year, an unaudited consolidated and consolidating balance sheet of the Corporation and each Subsidiary as of the end of such quarter and the related unaudited statements of income, shareholders' equity and changes in financial situation for such quarter and for the year to date, in each case prepared in accordance with Mexican GAAP, setting forth all adjustments necessary to convert to U.S. GAAP, and setting forth in comparative form the figures as at the end of and for the comparable period in the previous fiscal year and such other unaudited financial and operating information as may be reasonably requested by any Shareholder; (iii) within 120 days after the end of each fiscal year, audited consolidated and consolidating financial statements, including a consolidated and consolidating balance sheet of the Corporation and each Subsidiary as at the end of such year, and the related statements of income, shareholders' equity and changes in financial situation for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal year, together with all necessary footnotes, and the report of the Accountants on such financial statements; and (iv) upon written request, promptly after the sending or receipt thereof, copies of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities laws.
Appears in 3 contracts
Samples: Shareholders Agreement (Grupo Iusacell Sa De Cv), Shareholders Agreement (Grupo Iusacell Celular Sa De Cv), Shareholder Agreement (Vodafone Americas Bv)
Books Records and Reports. (a) Xxxxxx Xxxxxxxx, LLP (hereinafter the "AUDITORS") will be the independent audit firm for the Company and for Tech Ion.
(b) The Corporation Company shall maintain, and shall cause each Subsidiary to maintain, maintain proper books and accounts on an accrual basis and in accordance with Mexican the provisions of this Agreement. All financial reports referred to below shall be prepared in accordance with Brazil's generally accepted accounting principles applied on a consistent basis ("GAAP. Such books ") and records shall also be maintained in such a manner as to permit the preparation of quarterly and annual reports presented in accordance with U.S. with, or reconciled to, United States GAAP. The books and records of the Corporation and the Subsidiaries shall be kept in the Spanish languageAnnually, except that books and records maintained in a country other than Mexico in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The minute books, the reports referenced in Section 4.2(b) below and any special report a Shareholder shall from time to time request shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Annually upon the close of the year Fiscal Year (and at such other times or as shall be otherwise approved by the Board of Directors), all such books and accounts of the Company and Tech Ion shall be audited by the AccountantsAuditors. Additionally, both Tech Ion and the Company will be subject to quarterly reviews by the Auditors as set forth below.
(bc) Each of the Vodafone Shareholder Group and the Verizon Shareholder Group Party shall be furnished with the following:
(i) within 21 thirty (30) days after the end of each calendar month, unaudited a monthly consolidated and consolidating statements of income and of sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for cash flow statement from the Corporation and each SubsidiaryCompany;
(ii) within 30 forty-five (45) days after the end of each of the first three quarters of each fiscal yearFiscal Year, an unaudited consolidated and consolidating balance sheet sheets of the Corporation and each Subsidiary Company as of the end of such quarter and the related unaudited statements a statement of income, shareholders' equity and changes in financial situation position of the Company for such quarter and for the year to date, in each case prepared in accordance with Mexican GAAP, setting forth all adjustments necessary to convert to Brazil and U.S. GAAP, GAAP and setting forth each case in comparative form the figures as at the end of and for the comparable period in the previous fiscal year Fiscal Year and such other unaudited financial and operating information as may be reasonably requested by any Shareholderthe Board of Directors;
(iii) within 120 days after the end of each fiscal Fiscal year, audited consolidated financial statements prepared in accordance with Brazil and consolidating financial statementsU.S. GAAP, including a consolidated and consolidating balance sheet of the Corporation and each Subsidiary Company as at the end of such year, a statement of income and the related statements earnings and a statement of income, shareholders' equity and changes in financial situation position for the Company for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal yearFiscal Year, together with all necessary footnotes, notes and the report of the Accountants accountants on such financial statements; and
(iv) upon written requestat such times as the Board of Directors shall designate, promptly after such other reports as may be requested by the sending or receipt thereof, copies Board of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities lawsDirectors.
Appears in 3 contracts
Samples: Joint Venture and Strategic Partnering Agreement (Surebeam Corp), Joint Venture and Strategic Partnering Agreement (Surebeam Corp), Joint Venture and Strategic Partnering Agreement (Surebeam Corp)
Books Records and Reports. (a) The Corporation shall maintain, and shall cause each Subsidiary to maintain, proper books and accounts on an accrual basis and in accordance with Mexican GAAP. Such books and records shall also be maintained in such a manner as to permit the preparation of quarterly and annual reports in accordance with U.S. GAAP. The books and records of the Corporation and the Subsidiaries shall be kept in the Spanish language, except that books and records maintained in a country country, other than Mexico Mexico, in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The This Agreement, the minute books, the reports referenced in Section 4.2(b) below and below, any special report reports a Shareholder shall from time to time request and the Annual Plans and three-year strategic plans shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Each director and Shareholder shall be permitted to bring an interpreter to any meeting attended by such director or shareholder. Annually upon the close of the year (and at such other times as shall be approved by the Board of Directors), all such books and accounts shall be audited by the Accountants.
(b) Each of the Vodafone Shareholder Group and the Verizon Shareholder Group shall be furnished with the following:
(i) within 21 days after the end of each calendar month, an unaudited monthly consolidated and consolidating statements statement of income and of income, sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for the Corporation and each Subsidiary;
(ii) within 30 days after the end of each of the first three quarters of each fiscal year, an unaudited consolidated and consolidating balance sheet of the Corporation and each Subsidiary as of the end of such quarter and the related unaudited statements of income, shareholders' equity and changes in financial situation for such quarter and for the year to date, in each case prepared in accordance with Mexican GAAP, setting forth all adjustments necessary to convert to U.S. GAAP, and setting forth in comparative form the figures as at the end of and for the comparable period in the previous fiscal year and such other unaudited financial and operating information informa- tion as may be reasonably requested by any Shareholder;
(iii) within 120 60 days after the end of each fiscal year, audited consolidated and consolidating financial statements, including a consolidated and consolidating balance sheet of the Corporation and each Subsidiary as at the end of such year, and the related statements statement of income, shareholders' equity and changes in financial situation for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal year, together with all necessary footnotes, and the report of the Accountants on such financial statements; and
(iv) upon written request, promptly after the sending or receipt thereof, copies of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities laws.
Appears in 1 contract
Books Records and Reports. (a) The Corporation General Partner shall maintain, keep proper and shall cause each Subsidiary complete records and books of account in which all transactions and other matters relative to maintain, proper the Partnership's Business are entered. The Partnership's books and accounts on an accrual basis and records shall be prepared in accordance with Mexican GAAPthe method of accounting selected by the General Partner in its sole discretion utilizing generally accepted accounting principles, consistently applied. The Partnership shall also keep (i) a list or lists containing the full name and last known mailing address of each current and past Partner, (ii) a copy of the then effective Agreement and certificate of limited partnership and all amendments thereto and restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate has been executed, (iii) copies of the Partnership's federal, state and local income tax returns and reports, if any, for all years with respect to which the period for assessment of a deficiency has not expired, (iv) copies of any financial statements of the Partnership for the three most recent years, and (v) such other records as required under the Delaware Limited Partnership Law. Such books and records shall also be maintained in such a manner as to permit at the preparation of quarterly and annual reports in accordance with U.S. GAAP. The books and records office of the Corporation Partnership and the Subsidiaries shall be kept open for inspection and copying by the Partners or their duly authorized representatives for reasonable Partnership purposes, including the evaluation of their investment in the Spanish language, except that books and records maintained in a country other than Mexico in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The minute books, the reports referenced in Section 4.2(b) below and any special report a Shareholder shall from time to time request shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Annually upon the close of the year (and at such other times as shall be approved by the Board of Directors), all such books and accounts shall be audited by the AccountantsPartnership.
(b) Each The Partnership shall prepare quarterly and annual financial statements showing the income and expenses of the Vodafone Shareholder Group Partnership for the quarter or fiscal year and the Verizon Shareholder Group shall be furnished with the following:
(i) within 21 days after the end of each calendar month, unaudited monthly consolidated and consolidating statements of income and of sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for the Corporation and each Subsidiary;
(ii) within 30 days after the end of each sheets of the first three quarters of each fiscal year, an unaudited consolidated and consolidating balance sheet of the Corporation and each Subsidiary Partnership as of the end of such quarter and the related unaudited statements of income, shareholders' equity and changes in financial situation for such quarter and for the year to date, in each case prepared in accordance with Mexican GAAP, setting forth all adjustments necessary to convert to U.S. GAAP, and setting forth in comparative form the figures as at the end of and for the comparable period in the previous or fiscal year and shall have the annual statements audited by the Partnership's certified public accountants. Each Partner shall be furnished such other unaudited financial and operating information as may be reasonably requested by any Shareholder;
(iii) quarterly statements within 120 forty-five days after of the end of each fiscal year, quarter and the audited consolidated and consolidating financial statements, including a consolidated and consolidating balance sheet annual statements within one hundred twenty (120) days of the Corporation close of each fiscal year. Prior to execution by the General Partner, the Limited Partner shall be given a reasonable opportunity to review all federal and material state income tax informational returns of the Partnership and to consult with the General Partner with respect thereto. All additional Partnership information necessary in the preparation of the Limited Partner's federal income tax returns shall be furnished by the Partnership within one hundred twenty (120) days of the close of each Subsidiary fiscal year of the Partnership. Further, each Partner shall be furnished, within a reasonable time upon their availability, such monthly general financial statements as at are normally prepared by the end Partnership for management's internal use. The Partnership shall also furnish to any Partner, upon reasonable demand (i) true and full information regarding the state of such yearthe business and financial condition of the Partnership and (ii) promptly after becoming available, a copy of the Partnership's federal, state and the related statements of income, shareholders' equity and changes in financial situation local income tax returns for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal year, together with all necessary footnotes, a reconciliation of capital account balances and the report of the Accountants on such financial statements; and
(iv) upon written request, promptly after the sending or receipt thereof, copies of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities lawschanges thereto for each Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Maverick Tube Corporation)
Books Records and Reports. (a) The Corporation General Partner shall maintain, keep proper and shall cause each Subsidiary complete records and books of account in which all transactions and other matters relative to maintain, proper the Partnership's business are entered. The Partnership's books and accounts on an accrual basis and records shall be prepared in accordance with Mexican GAAPthe accrual method of accounting utilizing generally accepted accounting principles, consistently applied. The Partnership shall also keep (i) a list or lists containing the full name and last known mailing address of each current and past Partner, (ii) a copy of the then effective Agreement and certificate of limited partnership and all amendments thereto and restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate has been executed, (iii) copies of the Partnership's Federal, state and local income tax returns and reports, if any, for all years with respect to which the period for assessment of a deficiency has not expired, and (iv) copies of any financial statements of the Partnership for the three most recent years. Such books and records shall also be maintained in such a manner as to permit at the preparation of quarterly and annual reports in accordance with U.S. GAAP. The books and records office of the Corporation Partnership and the Subsidiaries shall be kept open for inspection and copying by the Partners or their duly authorized representatives for reasonable Partnership purposes, including the evaluation of their investment in the Spanish language, except that books and records maintained in a country other than Mexico in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The minute books, the reports referenced in Section 4.2(b) below and any special report a Shareholder shall from time to time request shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Annually upon the close of the year (and at such other times as shall be approved by the Board of Directors), all such books and accounts shall be audited by the AccountantsPartnership.
(b) Each The General Partner shall cause the Partnership to provide to each Partner periodic financial statements showing the income and expenses of the Vodafone Shareholder Group Partnership for the applicable periods and shall have the Verizon Shareholder Group annual financial statements audited by the Partnership's certified public accountants. Periodic financial statements shall be furnished with to each Partner on the following:
following schedule: (i) monthly within 21 ten (10) days after the end of each calendar monthfiscal month (unaudited), unaudited monthly consolidated and consolidating statements of income and of sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for the Corporation and each Subsidiary;
(ii) quarterly within 30 forty-five (45) days after the end of each of the first three quarters of each fiscal quarter (with year-to-date comparisons), an and (iii) unaudited consolidated and consolidating balance sheet annual statements within thirty (30) days of the Corporation close of the fiscal year of the Partnership. The General Partner will cause the completed Form K-1 (or its successor) along with full supporting financial statements and schedules to be delivered to each Subsidiary as Partner within ninety (90) days of the end of such quarter and the related unaudited statements of income, shareholders' equity and changes in financial situation for such quarter and for fiscal year. The General Partner shall cause the year annual audit to date, in each case prepared in accordance with Mexican GAAP, setting forth be delivered to all adjustments necessary to convert to U.S. GAAP, and setting forth in comparative form the figures as at Partners on or before ninety (90) days following the end of and for the comparable period in the previous fiscal year and such other unaudited financial and operating information as may be reasonably requested by any Shareholder;
(iii) within 120 days after the end of each applicable fiscal year. The Partnership shall also furnish to any Partner, audited consolidated upon reasonable demand, (i) true and consolidating financial statements, including a consolidated and consolidating balance sheet full information regarding the state of the Corporation business and each Subsidiary as at financial condition of the end of such yearPartnership, and (ii) promptly after becoming available, a copy of the related statements of incomePartnership's Federal, shareholders' equity state and changes in financial situation local income tax returns for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal year, together with all necessary footnotes, a reconciliation of Capital Account balances and changes thereto for each Partner. The audit may be in the report form of a separate segment of the Accountants on annual audit of MBI so long as the footnotes or other portions of such financial statements; and
(iv) upon written requestaudit will separately show the balance sheet, promptly after income statement, Partner's equity statement and cash flow analysis of the sending or receipt thereof, copies of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities lawsPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Big Buck Brewery & Steakhouse Inc)
Books Records and Reports. (a) Xxxxxx Xxxxxxxx, LLP (hereinafter the "AUDITORS") will be the independent audit firm for the Company and for Tech Ion.
(b) The Corporation Company shall maintain, and shall cause each Subsidiary to maintain, maintain proper books and accounts on an accrual basis and in accordance with Mexican the provisions of this Agreement. All financial reports referred to below shall be prepared in accordance with Brazil's generally accepted accounting principles applied on a consistent basis ("GAAP. Such books ") and records shall also be maintained in such a manner as to permit the preparation of quarterly and annual reports presented in accordance with U.S. with, or reconciled to, United States GAAP. The books and records of the Corporation and the Subsidiaries shall be kept in the Spanish languageAnnually, except that books and records maintained in a country other than Mexico in connection with the Corporation's or a Subsidiary's conduct of business in such country may be maintained in the official language of such country. The minute books, the reports referenced in Section 4.2(b) below and any special report a Shareholder shall from time to time request shall be kept in both the Spanish and English languages and as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the English language version of any such documents, other than the minute books, shall govern and be controlling. As to the minute books, as between the Shareholders, or as between the Shareholders and the Corporation or any Subsidiary, the Spanish language version shall govern and be controlling. Annually upon the close of the year Fiscal Year (and at such other times or as shall be otherwise approved by the Board of Directors), all such books and accounts of the Company and Tech Ion shall be audited by the AccountantsAuditors. Additionally, both Tech Ion and the Company will be subject to quarterly reviews by the Auditors as set forth below.
(bc) Each of the Vodafone Shareholder Group and the Verizon Shareholder Group Party shall be furnished with the following:
(i) within 21 thirty (30) days after the end of each calendar month, unaudited a monthly consolidated and consolidating statements of income and of sources and uses of cash, and an unaudited consolidated and consolidating month-end balance sheet for cash flow statement from the Corporation and each SubsidiaryCompany;
(ii) within 30 forty-five (45) days after the end of each of the first three quarters of each fiscal yearFiscal Year, an unaudited consolidated and consolidating balance sheet sheets of the Corporation and each Subsidiary Company as of the end of such quarter and the related unaudited statements a statement of income, shareholders' equity and changes in financial situation position of the Company for such quarter and for the year to date, in each case prepared in accordance with Mexican GAAP, setting forth all adjustments necessary to convert to Brazil and U.S. GAAP, GAAP and setting forth each case in comparative form the figures as at the end of and for the comparable period in the previous fiscal year Fiscal * Confidential Treatment Requested Year and such other unaudited financial and operating information as may be reasonably requested by any Shareholderthe Board of Directors;
(iii) within 120 days after the end of each fiscal Fiscal year, audited consolidated financial statements prepared in accordance with Brazil and consolidating financial statementsU.S. GAAP, including a consolidated and consolidating balance sheet of the Corporation and each Subsidiary Company as at the end of such year, a statement of income and the related statements earnings and a statement of income, shareholders' equity and changes in financial situation position for the Company for such year, in each case prepared in accordance with each of Mexican GAAP and U.S. GAAP and setting forth in each case in comparative form the figures as at the end of and for the previous fiscal yearFiscal Year, together with all necessary footnotes, notes and the report of the Accountants accountants on such financial statements; and
(iv) upon written requestat such times as the Board of Directors shall designate, promptly after such other reports as may be requested by the sending or receipt thereof, copies Board of all communications between the Corporation or any Subsidiary and any Governmental Entity that relate to any Concession or to compliance with applicable securities lawsDirectors.
Appears in 1 contract
Samples: Joint Venture and Strategic Partnering Agreement (Surebeam Corp)