Tax and Accounting Decisions Sample Clauses

Tax and Accounting Decisions. All decisions as to tax and accounting matters, except as this Agreement specifically provides to the contrary, are made by the Manager. Each of the Members shall supply to the Company the information necessary to give effect properly to any tax election made by the Company under this Section 1.5.2.
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Tax and Accounting Decisions. All decisions as to tax and accounting matters, except as this Agreement specifically provides otherwise, are made by the Managers, including the election to amortize organizational expenses over 60 months under Code Section 709, the method of accounting (cash or accrual) and whether to make any elections under Code Section 754. All such decisions shall be in accordance either with generally accepted accounting principles or with a comprehensive method of accounting used for tax purposes. The Managers may rely upon the advice of the Accountants as to whether such decisions are in accordance with such methods.
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Tax and Accounting Decisions. All decisions as to tax and accounting matters, except to the extent this Agreement specifically provides to the contrary, shall be made by the Steering Committee.
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Tax and Accounting Decisions. All tax and accounting decisions for the Partnership (other than those specifically provided for in this Agreement) shall be determined by Telemundo; provided, however, if the Partners, based on advice of their respective tax counsel or accountants, differ as to the treatment or reporting of material items on the Partnership's income tax return, the Partnership shall retain a third firm of tax counsel or accountants selected jointly by the Partners to render its opinion regarding such items provided that the final determination of the treatment of such items shall be made by Telemundo; provided further, one Designated Representative of Essaness shall have the right to approve the election or adoption of a method of reporting or treatment of an item (other than those specifically provided for in this Agreement and other than as required by GAAP) that results in a tax benefit to Telemundo without a corresponding tax benefit to Essaness, unless Telemundo reimburses Essaness for any resulting increase in tax liability to Essaness (taking into account the effect of delayed tax liability) than would result from a different position proposed by Essaness. Telemundo shall, if such election is not already in effect, cause the Partnership to make an election under Section 754 of the Code (or any similar provision of any successor statute), on the first federal tax return of the Partnership (which return shall be filed on a timely basis) after Telemundo's admission as a Partner. Telemundo shall also make an election under Section 754 of the Code (or any similar provision of any successor statute) on any subsequent tax return of the Partnership in the event any prior Section 754 election becomes ineffective (as a consequence of a termination of the Partnership pursuant to Section 708 of the Code or otherwise). In the future, upon the request of any Partner, Telemundo shall, if such election is not already in effect, cause the partnership to make an election under Section 754 to permit an adjustment of the income tax basis of such Partner's interest in the Partnership's assets.
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Tax and Accounting Decisions. All decisions as to tax matters and accounting treatment of any items relating to the Partnership’s business shall be made by the General Partners in consultation with the Partnership’s accountants. The General Partners shall make, or cause to be made, such elections as they may deem appropriate.
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Tax and Accounting Decisions. The Company shall be taxed as a partnership for federal and state income tax purposes, and has or will promptly file any elections required for such purpose. All decisions as to tax and accounting matters, including but not limited to the making of any tax elections, shall, except to the extent that Section 2.2.9 or any other applicable provision of this Agreement specifically provides otherwise, be made by the Managers. The Managers shall select Accountants to prepare the Company's tax returns and, at the discretion of the Managers, to review, audit or assist in the preparation of the Company Financial Statements. All such accounting decisions hereunder shall be in accordance with GAAP. The Managers may rely upon the advice of the Accountants as to whether such decisions are in accordance with GAAP.
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Related to Tax and Accounting Decisions

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • 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.

  • Tax and Accounting Consequences (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

  • Fiscal Year and Accounting Methods Borrower may not and may not permit any Company to change its fiscal year or its method of accounting (other than immaterial changes in methods or as required or permitted by GAAP).

  • Administrative and Accounting Services The Administrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Portfolios, and, on behalf of the Trust, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operations. The Administrator shall provide the Trustees of the Trust with such reports regarding investment performance and compliance with investment policies and applicable laws, rules and regulations as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. The Administrator may appoint a sub-administrator to perform certain of the services to be performed by the Administrator hereunder. The Administrator shall provide the Trust with administrative services, regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Trustees' meetings) for handling the affairs of the Portfolios and such other services as the Trustees may, from time to time, reasonably request and the Administrator shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Trust's Board of Trustees (the "Trustees"), the Administrator shall make reports to the Trustees concerning the performance of its obligations hereunder. Without limiting the generality of the foregoing, the Administrator shall:

  • Tax and Accounting Characterization (a) It is the intent of the parties hereto that, for purposes of U.S. federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person for U.S. federal income tax purposes, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for U.S. federal income tax purposes. For any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for U.S. federal income tax purposes, each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for such tax purposes. The Depositor and each Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention, except as may otherwise be required by applicable law.

  • General Accounting Matters (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

  • Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 6.5.

  • Fiscal Year and Accounting Method The fiscal year of the Company shall be as designated by the Board of Directors. The Board of Directors shall also determine the accounting method to be used by the Company.

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

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