Books and Records; Financial Statements Borrower will keep and maintain or will cause to be kept and maintained on a fiscal year basis in accordance with GAAP consistently applied proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower, and all items of income and expense in connection with the operation of the Properties or in connection with any services, equipment or furnishings provided in connection with the operation of the Properties, whether such income or expense be realized by Borrower or any other Person in connection with the Properties excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of any Properties for the purpose of occupying the same. Lender and its respective employees and agents shall have the right upon reasonable notice from time to time at all times during normal business hours to examine such books, records and accounts at the offices of Borrower or other Person maintaining such books, records and accounts and to make copies or extracts thereof as Lender, or its employees or agents shall desire. Lender shall also have the right upon reasonable notice and during normal business hours to conduct an audit of the books and records of Borrower, which audit may be performed by an independent certified public accountant selected and retained by Lender. If such audit is conducted by Lender subsequent to the occurrence of a default under any of the Loan Documents or if the results of such audit discloses a material discrepancy from the information previously provided by Borrower irrespective of whether or not such audit was conducted subsequent to the occurrence of a default under the Loan Documents, then the cost of such audit shall be borne by Borrower, shall be paid by the Borrower within ten (10) days after demand by Lender and shall constitute part of the Debt. The obligation of Borrower to pay the aforementioned audit costs pursuant to this paragraph shall be secured by the Mortgages and the
Books, Records and Financial Statements At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all U.S. income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the Certificate, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times and upon reasonable notice by each Member and its duly authorized representative for any purpose reasonably related to such Member’s Interest; provided that the Company may maintain the confidentiality of Schedule A.
RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.
Books, Financial Statements and Reports Each Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to each Lender Party at Borrower’s expense:
Financial Statements; Books and Records (a) Nutmeg has previously delivered to NewMil true, correct and complete copies of (a) the balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
Financial Statements; Undisclosed Liabilities The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Material Liabilities The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.
SEC Filings and Financial Statements The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
Books and Records Accounting Tax Matters 40 10.1 Books and Records 40 10.2 Custody of Partnership Funds; Bank Accounts 41 10.3 Fiscal and Taxable Year 41 10.4 Annual Tax Information and Report 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 10.6 Reports to Limited Partners 42 ARTICLE 11 AMENDMENT OF AGREEMENT 42 ARTICLE 12 GENERAL PROVISIONS 43 12.1 Notices 43 12.2 Survival of Rights 43 12.3 Additional Documents 43 12.4 Severability 43 12.5 Entire Agreement 43 12.6 Pronouns and Plurals 44 12.7 Headings 44 12.8 Counterparts 44 12.9 Governing Law 44 ii EXHIBIT A CONTRIBUTIONS & INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT B-1 EXHIBIT C NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS C-1 EXHIBIT D NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO LIMITED PARTNERSHIP UNITS D-1 LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP This Limited Partnership Agreement is entered into this ______ day of ___, 2009, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
