Reports to Partners. (a) Within forty-five days after the end of each Fiscal Quarter other than the fourth Fiscal Quarter, and within ninety days after the end of each Fiscal Year, the General Partner shall send to each Person who was a Partner in the Partnership at any time during the prior Fiscal Year: (i) the following financial statements for the Partnership prepared on an accrual basis and in accordance with GAAP (provided that, for purposes of preparing these statements, each Investment shall be valued at cost, unless (1) if such Investment has been appraised since its acquisition in accordance with Section 5.9, in which case the Investment will be valued at its Current Market Value, or (2) if in the reasonable judgment of the General Partner, circumstances dictate that an Investment be valued on a different basis than cost or Current Market Value, in which case the Investment shall be valued on such basis as the General Partner shall reasonably determine, and the General Partner shall include in such statements an explanation of the reason for such determination and the basis for the valuation of such Investment): (A) a balance sheet as of the end of such period, (B) a statement of income or loss and a statement of Partners' capital for such period, and (C) a statement of changes in Partners' equity; (ii) a schedule of changes in Capital Account balances by Partner; (iii) a schedule and summary description of each Investment owned by the Partnership as of the end of such period; and (iv) in the case of an annual report with respect to any Fiscal Year, an opinion of the Partnership Auditor based upon its audit of the financial statements referred to in clause (i) above. (b) Within ninety days after the end of each Fiscal Year of the Partnership, the General Partner shall send to each Person who was a Partner during such period a statement of cash flows of the Partnership. (c) Concurrently with the delivery of the audited financial statements for each Fiscal Year pursuant to Section 11.5(a), the General Partner shall prepare and mail, or cause the Partnership's accountants to prepare and mail, to each Partner and, to the extent necessary, to each former Partner (or such Partner's designated representatives), a report setting forth in sufficient detail such information relating to the Partnership and its activities as shall enable such Partner or former Partner (or such Partner's designated representatives) to prepare its respective federal, state, local and foreign income tax returns in accordance with the laws, rules and regulations then prevailing. (d) With reasonable promptness, the General Partner will deliver such other information available to the General Partner, including financial statements and computations, as any Partner may from time to time reasonably request in order to comply with regulatory requirements, including reporting requirements, to which such Partner is subject.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc), Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)
Reports to Partners. (a) Within Subject to Section 11.2, within forty-five (45) days after the end of each of the first three Fiscal Quarter other than Quarters of each Fiscal Year of the fourth Fiscal QuarterPartnership, and within ninety 90 days (subject in both cases to reasonable delays in the event of the late receipt of any necessary financial statements from any Person in which the Partnership holds Investments) after the end of each Fiscal YearYear of the Partnership, the General Partner shall send to each Person person who was a Partner in the Partnership at any time during the prior Fiscal Yearsuch period:
(i) the following financial statements for the Partnership prepared on an accrual basis and in accordance with GAAP (provided that, for purposes of preparing these statements, each Investment shall be valued at cost, unless (1) if such Investment has been appraised since its acquisition in accordance with Section 5.9, in which case the Investment will be valued at its Current Market Value, or (2) if in the reasonable judgment of the General Partner, circumstances dictate that an Investment be valued on a different basis than cost or Current Market Value, in which case the Investment shall be valued on such basis as the General Partner shall reasonably determine, and the General Partner shall include in such statements an explanation of the reason for such determination and the basis for the valuation of such Investment):GAAP:
(A) a balance sheet of the Partnership as of the end of such period,
(B) a statement of income or loss for each Partner and a statement of Partners' ’ capital for such period, and,
(C) a statement of cash flows, and
(D) a statement of changes in Partners' ’ equity;
(ii) a schedule of changes in Capital Account balances by of a Partner;
(iii) in the case of an annual report with respect to any Fiscal Year, an opinion of a schedule and summary description of each Investment owned by the Partnership as nationally recognized accounting firm based upon their audit of the end of such periodfinancial statements referred to in clause (i) above; and
(iv) in the case of an annual report with respect to any Fiscal Year, the General Partner shall cause to be mailed to each Partner, if not already contained in such annual report, an opinion itemized report containing:
(A) a statement of any fees received by the General Partner or any of its Affiliates during such Fiscal Year in connection with the Partnership (including fees received from or in respect of Investments in Portfolio Companies);
(B) such other information which any Limited Partner may reasonably request in writing relating to the Partnership’s or the General Partner’s other relationships, if any, with Portfolio Companies (subject to the imposition by the General Partner of reasonable confidentiality restrictions with respect to such information);
(C) a certificate of the Partnership Auditor based upon its audit General Partner to the effect that the statement of the financial statements referred to fees described in clause subparagraph (iA) aboveabove is true and correct in all material respects; and
(D) a statement of any Broken Deal Expenses borne by the Partnership during such Fiscal Year.
(b) Within ninety days after the end of each Fiscal Year of the PartnershipOn a semi-annual basis, the General Partner shall send to each Person person who was a Partner during such period (A) a statement of cash flows schedule of the Partnership’s valuation of each Investment held by the Partnership during such period and (B) a summary of each Investment acquired or Disposed of during such period, including the acquisition or Disposition costs, as applicable, in connection therewith.
(c) Concurrently with Subject to the delivery of the audited financial statements for each Fiscal Year pursuant to Section 11.5(a)confidentiality provisions hereof, the General Partner shall prepare and mailuse reasonable efforts, or cause where it is reasonable under the Partnership's accountants circumstances to prepare and maildo so, to each Partner and, to the extent necessary, to each former Partner (or such Partner's designated representatives), a report setting forth in sufficient detail such information relating to the Partnership and its activities as shall enable such Partner or former Partner (or such Partner's designated representatives) to prepare its respective federal, state, local and foreign income tax returns in accordance with the laws, rules and regulations then prevailing.
(d) With reasonable promptness, the General Partner will deliver provide such other information available to the General Partner, including financial statements and computations, as any Limited Partner may from time to time reasonably request in order to comply with regulatory requirements, including tax filing or reporting requirements, to which such Limited Partner (or any class of Limited Partners) is subject; provided, that the General Partner, acting reasonably and in good faith, shall have the right (but not the obligation) to require such Limited Partner(s) receiving such information to pay the reasonable costs and expenses incurred by the General Partner in providing such information. In addition, the General Partner shall use reasonable efforts to provide CaLPERS with any additional reports that CalPERS reasonably may request.
Appears in 1 contract
Samples: Limited Partnership Agreement (JER Investors Trust Inc)
Reports to Partners. (a) Within forty-five days after the end of each Fiscal Quarter other than the fourth Fiscal Quarter, and within ninety days after the end of each Fiscal Year, the General Partner shall send to each Person who was a Partner in the Partnership at any time during the prior Fiscal Year:
(i) the following financial statements for the Partnership prepared on an accrual basis and in accordance with GAAP (provided that, for purposes of preparing these statements, each Investment shall be valued at cost, unless (1) if such Investment has been appraised since its acquisition in accordance with Section 5.9, in which case the Investment will be valued at its Current Market Value, or (2) if in the reasonable judgment of the General Partner, circumstances dictate that an Investment be valued on a different basis than cost or Current Market Value, in which case the Investment shall be valued on such basis as the General Partner shall reasonably determine, and the General Partner shall include in such statements an explanation of the reason for such determination and the basis for the valuation of such Investment):
(A) a balance sheet as of the end of such period,
(B) a statement of income or loss and a statement of Partners' capital for such period, and
(C) a statement of changes in Partners' equity;
(ii) a schedule of changes in Capital Account balances by Partner;
(iii) a schedule and summary description of each Investment owned by the Partnership as of the end of such period; and
(iv) in the case of an annual report with respect to any Fiscal Year, an opinion of the Partnership Auditor based upon its audit of the financial statements referred to in clause (i) above.
(b) Within ninety days after the end of each Fiscal Year of the Partnership, the General Partner shall send to each Person who was a Partner during such period a statement of cash flows of the Partnership.
(c) Concurrently with the delivery of the audited financial statements for each Fiscal Year pursuant to Section 11.5(a), the General Partner shall prepare and mail, or cause the Partnership's accountants to prepare and mail, to each Partner and, to the extent necessary, to each former Partner (or such Partner's designated representatives), a report setting forth in sufficient detail such information relating to the Partnership and its activities as shall enable such Partner or former Partner (or such Partner's designated representatives) to prepare its respective federal, state, local and foreign income tax returns in accordance with the laws, rules and regulations then prevailing.
(d) With reasonable promptness, the General Partner will deliver such other information available to the General Partner, including financial statements and computations, as any Limited Partner may from time to time reasonably request in order to comply with regulatory requirements, including reporting requirements, to which such Limited Partner is subject.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)