Company Accountants. (i) The Company’s accountants shall determine the amount of cash which would be distributed and/or paid or reimbursed to each Member if the Company were finally liquidated, all of the Company’s assets (other than cash then in Company accounts) were sold to a third party as of the Effective Date of the Buyout Notice for an all cash price equal to the Appraised Value and from the proceeds of such sale (i) normal selling costs (including without limitation brokerage commissions, title, recording and escrow fees, and transfer taxes, to the extent applicable) customarily paid by a seller were paid; (ii) the remaining liabilities of the Company to creditors other than Members or their Affiliates were liquidated pursuant to Section 9.02(a), including without limitation the payment of all prepayment penalties and premiums and all assumption fees that would be payable in connection with the retirement or assumption of debt of the Company by the Non-Defaulting Member; (iii) reserves in an amount reasonably determined by the Management Committee were established for any contingent, conditional or unmatured liabilities or obligations of the Company pursuant to Section 9.02(b); (iv) the Company distributed any remaining amounts to the Members, first to repay all principal and accrued interest on any then outstanding obligations of the Company to a Member pursuant to Section 9.02(c), and the balance to the Members in accordance with Section 9.02(d).
(ii) Based on the foregoing calculations, the Company’s accountants shall determine the total amount, if any, that would be distributed to the Defaulting Member pursuant to Section 10.03(b)(i) (the “Gross Buyout Amount”). The Gross Buyout Amount shall then be adjusted as follows, with the adjusted amount being referred to as the “Default Price”. Deduct from the Gross Buyout Amount an amount equal to three percent (3%) of the Gross Buyout Amount.
(iii) When implementing this Section with respect to any Project owned through a Project Partnership (i) the Appraised Value of the underlying real estate shall be determined; (ii) the provisions of the applicable Project Partnership, including without limitation the provisions governing the rights to distributions as between the Company and the other Project Partnership members, as well as all liabilities and reserves of the applicable Project Partnership, shall be taken into account in determining the amount that would be distributed to the Company if the underlying Project were so...
Company Accountants. Such independent accountants as may be selected, from time to time, by the Board of Managers.
Company Accountants. The Initial Member may, in its sole and absolute discretion, retain an independent certified public accountancy firm from time to time to render accounting services to the Company.
Company Accountants. The Managers will annually appoint an independent certified public accounting firm as the Company Accountants to audit the books and records of the Company and to perform such other tasks as that firm shall be assigned. The CEO shall recommend to the Managers an accounting firm with sufficient experience and other capability to provide to both Members such reports and certifications as they shall reasonably need in the conduct of their independent businesses.
Company Accountants. The Company will use its commercially reasonable efforts to cause its management and its accountants to facilitate on a timely basis the preparation of financial statements (including pro forma financial statements if required) as required by Parent to comply with any applicable SEC regulations.
Company Accountants. The accountants for the Company shall be Moore Stephens unxxxx axx xxxxx other accountants are selected by the Members.
Company Accountants. The initial Accountants of the Company shall be KPMG. The Executive Committee shall have the unilateral right to cause the Manager to remove the Accountants of the Company, no less than 120 days prior to the beginning of a new calendar year, in which event the Executive Committee, as a Major Decision pursuant to Section 5.2(hh) above, will select replacement Accountants. The Board shall have the right, at its cost and expense, to engage a separate indpendent public accounting firm selected by the Board to audit the books and records of the Company from time to time and Manager shall reasonably cooperate with such audit.
Company Accountants. The initial accountants of the Company (“Accountants”) shall be Deloitte & Touche LLP and Deloitte Tax LLP. The Board of Directors shall have the unilateral right to cause the Manager to remove the Accountants of the Company, no less than 120 days prior to the beginning of a new calendar year, in which event the Board of Directors will select replacement Accountants. Inland Member shall have the right, at its cost and expense, to engage a separate independent public accounting firm selected by Inland Member to audit the books and records of the Company from time to time and Manager shall reasonably cooperate with such audit.
Company Accountants. The accountants of the Company shall be designated by the Managing Member in its sole discretion.
