AV Tech Sample Clauses

AV Tech. AV Tech has always been treated as a partnership for federal, state and local income tax purposes. Except as set forth on Schedule 3.14.5, there does not exist any agreement for the sale of additional interests in the capital or profits of AV Tech. Seller has provided, or will provide prior to Closing, Buyer with correct and complete copies of the federal, state and local income Tax Returns filed on behalf of AV Tech and all Schedules K-1 delivered to Seller with respect to AV Tech. There is no partnership minimum gain or partnership nonrecourse debt minimum gain, as such terms are defined in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(i)(2), respectively, currently allocable to Seller's interest in AV Tech. The members' capital accounts of AV Tech have not been increased or decreased because of a revaluation of property or AV Tech under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and no event has occurred that would allow such a revaluation to be made. No audit, appeal or other judicial or administrative proceeding is pending or, to Seller's knowledge, overtly threatened with respect to any item involving AV Tech.