Financial and Accounting Practices Sample Clauses

Financial and Accounting Practices. 15 6.1 Financial Information 15 6.2 Maintain Books 15 6.3 Fiscal Year 15
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Financial and Accounting Practices. 24 8.1 Fiscal Year 24 8.2 Books of Account 24 8.3 Monthly Financial Statements 24 8.4 Audited Annual Financial Statements 24 8.5 Shareholders’ Right of Inspection and Inquiry 24 ARTICLE 9 DIVIDENDS 25 9.1 Dividend Policy 25 ARTICLE 10 CONFIDENTIALITY 26 10.1 Confidentiality 26 10.2 Reasonableness, Remedies, Etc 28 10.3 Covenants of the Essence, Survival, No Set-Off 28 ARTICLE 11 TERM OF AGREEMENT 29 11.1 Terms 29 ARTICLE 12 IMPLEMENTATION OF AGREEMENT 29 12.1 Facilitation 29 12.2 Conflict; Paramountcy 29
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Financial and Accounting Practices. 8.1 Financial and Other Information -------------------------------
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Financial and Accounting Practices. Section 7.1 Financial Information 9 ( i ) Section 7.2 Maintain Books 10 Section 7.3 Review of Books 10 Section 7.4 Fiscal Year 10
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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 THIS SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of the 11th day of December, 1998, among RoweCom Inc., a corporation organized under the laws of Delaware (the "Company"), the persons listed on Schedule I (the "Class C Investors," and each a "Class C Investor"), Xxxxxxx Xxxx, an individual ("Xxxx"), Highland Capital Partners III Limited Partnership, a limited partnership organized under the laws of Delaware ("HCP"), Highland Entrepreneurs' Fund III Limited Partnership, a limited partnership organized under the laws of Delaware ("HEF"), Pai, Wei Xxxx Xxxxx, an individual ("Xxxxx"), Fu Kuan Investment Corp., a corporation incorporated under the laws of Taiwan ("FKIC"), Puretech Profits Limited (BVI), a corporation incorporated under the laws of the British Virgin Islands ("Puretech"), and the persons set forth on Schedule II (the "Minority Stockholders," and each a "Minority Stockholder"). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 1.1 hereof.
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Financial and Accounting Practices 
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Related to Financial and Accounting Practices

  • 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.

  • 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.

  • Tax Reporting Practices Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum is the Preparing Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar Tax Returns (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Versum; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum shall not be permitted, and shall not permit any member of the Versum Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

  • Reports and Accounting 8.1. The Company shall give Yissum written notice of any (i) Sublicense Consideration received; (ii) First Commercial Sale made; or (iii) Milestone achieved; within 30 days of the particular event.

  • 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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