Tax and Accounting Matters. File or consent to the filing of any consolidated income tax return with any Person other than one of its Subsidiaries; make any significant change in accounting treatment or reporting practices, except as required by GAAP; or establish a fiscal year different than the Fiscal Year.
Tax and Accounting Matters. 9.1 The Company will provide and cause each Group Company to provide, upon reasonable prior notice, such information as may be reasonably required to enable Parent and any of its subsidiaries to accurately and timely comply with such person’s U.S. tax reporting obligations under the Internal Revenue Code of 1986, as amended, arising in connection with its ownership of the Company’s securities, including, but not limited to, each Group Company’s audited financial statements and the financial statements of any legal entity in which a Group Company owns an equity interest. Notwithstanding the foregoing, the Company shall not be required to provide information that it cannot reasonably obtain with respect to any legal entity that is not a Group Company.
9.2 The Company will, if necessary and upon reasonable prior notice, permit Parent (or its authorized representative) reasonable access to examine and copy the books of account, records and other documentation of each Group Company, in each case as may be reasonably required to verify the information provided pursuant to Section 9.1 above.
9.3 The Company will retain and cause each Group Company to retain all records reasonably required to calculate the earnings and profits of and taxes paid for U.S. federal income tax purposes by each Group Company for so long as Parent owns, directly, indirectly or constructively, at least 10% of the issued and outstanding Company Voting Securities and, upon reasonable prior notice, to permit Parent (or its authorized representative) reasonable access to copy such records.
9.4 The Company will notify Parent of any change to the entity classification under U.S. Treasury Regulation Sections 301.7701-2 and -3 of any Group Company. The Company will use reasonable efforts to request the entity classification under such U.S. Treasury Regulations of any legal entity in which a Group Company holds a minority equity interest and notification of any changes to such classification.
9.5 In the event that Parent is required to account for its investment in the Company under the equity method of accounting (determined in accordance with US GAAP) as applicable to Parent and subject to applicable law, the Company shall use its commercially reasonable efforts to:
(a) prepare and deliver to Parent, within 120 calendar days after the end of each fiscal year of the Company, the following audited financial statements with respect to the Company and its Subsidiaries: (i) a consolidated balance she...
Tax and Accounting Matters. A shall not, and it shall not permit any of its subsidiaries to, (i) make any Tax election that is inconsistent with past practices or settle or compromise any Tax liability of A or any of its subsidiaries, (ii) change its fiscal year or (iii) except as required by U.S. GAAP, change its methods of accounting in effect at December 31, 2000.
Tax and Accounting Matters. B shall not (i) make any Tax election that is inconsistent with past practices or settle or compromise any Tax liability of B, (ii) change its fiscal year or (iii) except as required by U.S. GAAP, change its methods of accounting in effect at December 31, 2000.
Tax and Accounting Matters. (a) The Partnership will be on the accrual basis for both tax and accounting purposes.
(b) The Partnership books and records shall be prepared in accordance with either tax accounting principles, consistently applied, or generally accepted accounting principles, consistently applied, as the General Partner shall determine in its sole discretion. Such books and records shall be audited by a firm of independent certified public accountants as determined by the General Partner at such times as the General Partner may determine, and the expenses of all such audits shall be borne by the Partnership; provided, however that if the Partnership makes an election under Section 754 of the Code, any Partner receiving an adjustment in tax basis in Partnership Assets by application of Section 743 of the Code shall bear that portion of the accounting and audit expenses as is properly attributable to the calculation of such basis adjustment and the maintenance of the accounts with respect thereto.
(c) All federal and state income tax returns of the Partnership shall be prepared under the direction of the General Partner, and all tax audits and litigation shall be conducted under the direction of the General Partner. The General Partner is hereby designated as the “tax matters partner” for the Partnership (as such term is defined in Section 6231(a)(7) of the Code).
(d) The fiscal year of the Partnership shall end on the 31st day of December in each year.
(e) The Partnership shall invest its funds in such interest bearing or non-interest bearing accounts as the General Partner shall determine from time to time.
Tax and Accounting Matters. All elections with respect to the preparation and filing of the Company tax returns, the reporting of items of Company income, gain, loss, deduction and credit, and all other elections which the Company or Member are entitled to make with respect to Company matters, shall be made only by the Company. Member shall be the Tax Matters Member for the Company for income tax purposes. All decisions as to accounting matters shall be made in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Member is still required to make all Member specific elections, as appropriate.
Tax and Accounting Matters. (a) For purposes of this Agreement, (i) the term "TAXES" shall include all federal, state, county, local or foreign taxes, charges, levies, imposts or other assessments of any nature whatsoever, including, without limitation, corporate income tax, corporate franchise tax, payroll tax, sales tax, use tax, property tax, excise tax, withholding tax, and environmental tax, together with any interest thereon and any penalties or additions to tax relating thereto imposed by any governmental taxing authority for which Premiere or any other member of the Group (as defined below in this Section 4.7(a)) may be directly or contingently liable in its own right, as collection agent for taxes imposed on another person, as a result of any guaranty or election, or as a transferee of the assets of, or as successor to, any person, or pursuant to any applicable law; (ii) the term "GROUP" shall mean, individually and collectively, Premiere, any Subsidiary of Premiere, and any individual, trust, corporation, partnership, limited liability company, and any other entity as to which Premiere may be liable for Taxes for which Premiere or such individual or entity may be directly or contingently liable in its own right, as a result of any guaranty or election, or as a transferee of the assets of, or as successor to, any person, or pursuant to any applicable law; (iii) the term "RETURNS" shall mean all returns, reports, estimates, declarations of estimated tax, information statements and other filings relating to, or required to be filed in connection with, any Taxes, including, without limitation, information returns or reports with respect to backup or employee withholding and other payments to third parties; and (iv) for purposes of this Agreement, the term "CODE" shall mean the Internal Revenue Code of 1986, as amended.
Tax and Accounting Matters. (a) Neither IN nor, to the knowledge of IN or Xxxxx, any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a tax-free reorganization qualifying under the provisions of Section 368(a) of the Code.
(b) IN has no plan or intention to acquire the 4Health Common Stock issued in the Merger.
(c) Subject to Section 8.05(a), IN and the holders of IN Common Stock will each pay their respective expenses, if any, incurred in connection with the Merger.
(d) There is no intercorporate indebtedness existing between IN and 4Health that was issued, acquired or will be settled at a discount.
(e) IN is not an investment company as defined in section 368(a)(2)(F)(iii) and (iv) of the Code.
(f) Except as contemplated by this Agreement, IN will take no action prior to the Effective Time to cease operations or, except in the ordinary course of business, dispose of any of its assets of any of its subsidiaries or current lines of business.
(g) Neither IN nor any of its subsidiaries or affiliates has taken in the last two years or will take any action prior to the Effective Time which will adversely affect or invalidate the ability of 4Health to account for the Merger using the pooling of interests method of accounting as provided in Accounting Principles Board Opinion No. 16 of the American Institute of Certified Public Accountants and the interpretations issued thereunder as presently in effect ("APB 16").
Tax and Accounting Matters. Except as necessary to comply with GAAP or applicable Law, Parent shall not, without the prior written consent of the Company, change any material Tax or financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other Liabilities).
Tax and Accounting Matters. The Company shall not, without the prior written consent of Parent, (i) change any material Tax or financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other Liabilities), (ii) increase the Carrying Value of any asset for financial accounting purposes, other than changes required by GAAP or applicable Law, (iii) make or revoke any material Tax election, (iv) prepare any material Tax Returns in a manner inconsistent with past practice or (v) consent to any extension or waiver of any statute of limitations with respect to any material amount of Tax.
