Financial Accounting Practices The Borrower shall, and shall cause each of its Subsidiaries to, make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management's general or specific authorization, (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP and (ii) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."
Tax Accounting Practices (a) Except as provided in Section 3.03(b), any Tax Return for any Pre-Distribution Tax Period, to the extent it relates to members of the Dealer Group, shall be prepared in accordance with practices, accounting methods, elections, conventions and Tax positions used with respect to the Tax Return in question for periods prior to the Distribution (“Past Practices”), and, in the case of any item the treatment of which is not addressed by Past Practices, in accordance with generally acceptable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, (i) a Party will not be required to follow Past Practices with either the written consent of the other Party (not to be unreasonably withheld) or a “should” level opinion from a Tax Advisor that the proposed method of reporting is correct and (ii) ADP shall have the right to determine which entities will be included in any consolidated, combined, affiliated or unitary Return that it is responsible for filing. (b) The Parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinions/Rulings, unless, and only to the extent, an alternative position is required pursuant to a Final Determination. ADP shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transactions that is not covered by the Tax Opinions/Rulings.
Changes in Accounting Procedures Any resolution passed by the Board of Trustees that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by USBFS.
Accounting and Reporting The Escrow Agent shall keep and maintain books of accounts and other accounting records of all investments and reinvestments of the Escrow Deposit and shall make available to the PRINCIPALS the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement of Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end of the preceding quarter. An electronic Confirmation of Transaction Report shall likewise be sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports shall be sent through the email address designated by the authorized representatives of the PRINCIPALS. The information in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, the intention hereof being to assure the immediate release and delivery of the Escrow Deposit under the provisions of this Agreement. The Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of this Agreement. It shall, however, obey the order, judgments or decrees of any court or any government instrumentality in the exercise of quasi-judicial functions. In case of such compliance, it shall not be liable by reason thereof to the Alumni or to UP MANILA or to any other person, firm association or corporation, even if, after that, any such other judgment or decree be reversed, modified, annulled, set aside or vacated. The Escrow Agent shall assume no obligation or responsibility other than to make delivery of the Escrow Deposit as herein provided and shall not be bound by any agreement or contract to which it is not a party, whether it has knowledge thereof or not, and this Agreement shall not be altered or amended in any manner without the consent of the Escrow Agent. In the absence of fraud, bad faith, or gross negligence on the part of the Escrow Agent or any person acting in its behalf, the Escrow Agent shall not be liable for any loss or damage to the Escrow Deposit arising out of or in connection with any act done or performed or caused to be done or performed by the Escrow Agent under the terms and conditions of this Agreement, or any instructions issued pursuant hereto, nor shall it be liable for any act or omission made in accordance with this Agreement or concerning any action taken by it in good faith, nor of any mistake of fact of error of judgment acted upon in good faith. In case of force majeure such as typhoons, earthquakes, tidal waves and other similar natural catastrophes or fire, war, insurrections, rebellion, coup d' etat, strikes, lock out, or other similar military, political, or civil disturbances, the Escrow Agent shall not be liable for the non- performance of any of its obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its records and submission of required validation documents with the Escrow Agent at least once every three (3) years or oftener as may be advised by the Escrow Agent or as may be required by its auditors and regulators. Should the PARENTS fail to comply with the Anti-Money Laundering laws and regulations, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILA.
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 and Financial Reporting 7.1 The Trustee shall maintain separate records and ledger accounts in respect of the Contributions deposited in the Trust Fund account and disbursements to Partner Entities made therefrom. 7.2 The Trustee shall furnish to the Donors current financial information relating to receipts, disbursements and fund balance in United States dollars of the Trust Fund with respect to the Contributions via the World Bank’s Trust Funds Donor Center secure website. Within six (6) months after all commitments and liabilities under the Trust Fund have been satisfied and the Trust Fund has been closed, the final financial information relating to receipts, disbursements and fund balance in United States dollars of the Trust Fund with respect to the Contributions will be made available to the Donors via the World Bank’s Trust Funds Donor Center secure website. 7.3 The Trustee shall provide to the Donors, within six (6) months following the end of each Trustee fiscal year, an annual single audit report, comprising: (a) a management assertion together with an attestation from the Trustee’s external auditors concerning the adequacy of internal control over cash-based financial reporting for all cash-based trust funds as a whole; and (b) a combined financial statement for all cash-based trust funds together with the Trustee’s external auditor’s opinion thereon. The cost of the single audit shall be borne by the Trustee. 7.4 If a Donor wishes to request, on an exceptional basis, a financial statement audit by the Trustee’s external auditors of the Trust Fund, the Donor and the Trustee shall first consult as to whether such an external audit is necessary. The Trustee and the Donor shall agree on the appropriate scope and terms of reference of such audit. Following agreement on the scope and terms of reference, the Trustee shall arrange for such external audit. The costs of any such audit, including the internal costs of the Trustee with respect to such audit, shall be paid by the requesting Donor. 7.5 The Trustee shall furnish the Steering Committee and each Donor with: (a) copies of all unaudited or audited financial reports; and (b) any other relevant financial information received from the Partner Entities.
Accounting and Reports (a) The Company shall adopt for tax accounting purposes any accounting method that the Board shall decide in its sole discretion is in the best interests of the Company. The Company’s accounts shall be maintained in U.S. currency. (b) After the end of each Taxable Year, the Company shall furnish to each Member such information regarding the operation of the Company and such Member’s Interest as is necessary for Members to complete U.S. federal and state income tax or information returns and any other tax information required by U.S. federal and state law. (c) Except as otherwise required by the 1940 Act, or as may otherwise be permitted by rule, regulation or order, within 60 days after the close of the period for which a report required under this Section 7.1 is being made, the Company shall furnish to each Member an unaudited semi-annual report and an audited annual report containing the information required by such Act. The Company shall cause financial statements contained in each annual report furnished hereunder to be accompanied by a certificate of independent public accountants based upon an audit performed in accordance with generally accepted accounting principles. The Company may furnish to each Member such other periodic reports as it deems necessary or appropriate in its discretion.
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;
Accounting Practices All matters concerning this FuturesAccess Fund’s accounting practices shall be determined by the Sponsor on a fair and equitable basis, and all such determinations shall be final and conclusive as to all Investors. However, the Sponsor shall be under no obligation whatsoever to make any deviations from the allocations set forth in this Article II. In reporting Net Asset Values to Investors and third parties on an interim basis, the Sponsor shall be entitled to accrue fees and payments due at the end of a period as if such fees or payments were due (on a pro rata basis, if appropriate) as of the end of an interim period within such period.
