Financial and Accounting Practices Sample Clauses

Financial and Accounting Practices. 20 6.1 Financial Information 20 6.2 Maintain Books 22 6.3 Review of Books 22 6.4 Fiscal Year 22 6.5 Additional Items 22 6.6 Net Worth 22 ARTICLE 7 23 SALE AND ISSUANCE OF SHARES 23 7.1 Sale and Issue Restrictions 23 7.2 Offer 25 7.3 Tag-Along and Purchase Rights 25 7.4 Right of First Refusal 26 7.5 Transfer of Shares - Right of First Refusal Not Exercised 28 7.6 Drag-Along Rights 29 7.7 Put Option 29 7.8 Price Resolution 31 7.9 Substitute Purchaser 32 7.10 Exchange Options 33 7.11 Required Transfer 36 7.12 Reservation of Shares Issuable on Exercise of Exchange Options 37 7.13 Conversion of Preferred Shares 37 7.14 Rights of Purchaser 37 7.15 Assignment to Permitted Transferees 37 7.16 Assignment to PV Securities Corp. 38 7.17 Assignment by Xxxxxx Xxxx, X.X.X. 00
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Financial and Accounting Practices. 8.1 Financial and Other Information ------------------------------- (a) The Company shall deliver forthwith to the BDC: (i) within ninety (90) days of the financial year end of BioSyntech, one copy of the audited annual financial statements which shall be prepared on a consolidated and non-consolidated basis by the Auditors, including the preparation of a balance sheet and statements of income, retained earnings and changes in financial position, together with all supporting schedules, as well as an auditor's report with respect to any non-arm's length transactions (ii) within forty-five (45) days of the end of each quarter, one copy of the internal financial statements on a consolidated basis (including the balance sheets, the statement of earnings and the statement of changes in the financial position) and the president's detailed report on the operations; (iii) thirty (30) days of the beginning of each fiscal year, a copy of the an annual Business Plan which will include cash flow projections, monthly detailed pro forma balance sheets, income statements and statements of changes in financial position for the Company prepared in accordance with generally accepted accounting principles on a consolidated basis and on a non consolidated basis and approved by the Board together with such explanations, notes and information which in the reasonable opinion of the Company explains and supplements the information so provided, as well as a research and development plan and budget, a capital expenditure budget and an annual operating expenditure budgets (collectively: the "Annual Business Plan"); and (iv) any other financial or other information concerning the affairs of the Company or its Subsidiaries which the BDC may reasonably request; (b) The Company shall deliver to the directors at the beginning of each Board Meeting, a report from an officer of BioSyntech stating that all taxes and other source deduction have been remitted by the Company and its Subsidiaries to the proper authorities; (c) The BDC can, at its expense, request that Auditors examine any agreement or transaction which the BDC deems to have been approved or entered into with a Related Party in order to certify that its terms and conditions are at Fair Market Value. If the terms and conditions of the agreement or transaction are determined not to be at Fair Market Value, the expenses related to such certification shall be assumed by the Company. 8.2 Corporate Book -------------- The Company shal...
Financial and Accounting Practices. 24 ARTICLE 9 DIVIDENDS 25 ARTICLE 10 CONFIDENTIALITY 26 ARTICLE 11 TERM OF AGREEMENT 29 ARTICLE 12 IMPLEMENTATION OF AGREEMENT 29
Financial and Accounting Practices 

Related to Financial and Accounting Practices

  • 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.

  • 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.

  • 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.

  • Accounting Practice Except as otherwise provided herein, all Mortgage Loan account records must be maintained according to (a) the Uniform Single Attestation Program for Mortgage Bankers and (b) where applicable, sound and generally accepted accounting practices.

  • Legal and Accounting Services The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

  • Administrative and Accounting Services The Administrator shall provide the Fund with regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Directors' meetings) for handling the affairs of the Portfolios and such other services as the Administrator shall, from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Fund's Board of Directors, the Administrator shall make reports to the Fund's Directors concerning the performance of its obligations hereunder including such activities as are set forth on Exhibit A hereto, as amended by agreement of the parties from time to time. Without limiting the generality of the foregoing, the Administrator, under the supervision of the Fund's Board of Directors, shall: o calculate Fund expenses and control all disbursements for the Fund, and as appropriate, compute the Fund's yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighted maturity; o assist outside Fund counsel with preparation of prospectuses, statements of additional information, registration statements and proxy materials; o prepare such reports, applications and documents (including reports regarding the sale and redemption of shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Fund's shares with state securities authorities, monitor sale of Fund shares for compliance with state securities laws, and file with the appropriate securities authorities the registration statements and reports for the Fund and the Fund's shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Fund and the Fund's shares with state securities authorities to enable the Fund to make a continuous offering of its shares; o prepare communications to shareholders, including the annual and semi-annual reports to shareholders, coordinate mailing prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the solicitation of proxies solicited by the Fund for all shareholder meetings, including the tabulation process for shareholder meetings; o prepare, negotiate, and administer contracts on behalf of the Fund with, among others, the Fund's distributor, subject to any approvals or reapprovals by the Fund's Board of Directors required by applicable law or Board procedures; o maintain the Fund's general ledger and prepare the Fund's financial statements, including expense accruals and payments, determine the net asset value of the Fund's assets and of the Fund's shares, and provide for the payment of dividends and other distributions to shareholders; o calculate performance data of the Fund and the Portfolios for dissemination to information services covering the investment company industry; o coordinate and supervise the preparation and filing of the Fund's tax returns; o examine and review the operations and performance of the various organizations providing services to the Fund or any Portfolio directly or on a subcontracted basis as provided for herein and, at the request of the Fund's Board of Directors, report to the Board on the performance of such organizations; o provide for and coordinate the layout and printing of publicly disseminated prospectuses and the Fund's semi-annual and annual reports to shareholders; o provide internal legal and administrative services as requested by the Fund from time to time; o provide for and coordinate the design, development, and operation of the Fund, including new portfolio and class investment objectives, policies and structure; o provide individuals reasonably acceptable to the Fund's Board of Directors for nomination, appointment, or election as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Fund's Board of Directors; o advise the Fund and its Board of Directors on matters concerning the Fund and its affairs;

  • 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.

  • Records and Accounting 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 and Assignees 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.

  • Legal and Accounting Fees All charges for services and expenses of the Trust's legal counsel and independent accountants.

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