Tax Accounting Except for Tax Returns described in paragraph 9 of Part 3 of this Exhibit A, Provider shall prepare, or cause to be prepared, all Tax Returns of the Company in accordance with Sections 7.5 and 7.6 of the LLC Agreement. Part 2: SCOPE OF ADMINISTRATIVE SERVICES
Holding Company and Investment Company Acts Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.
Public Utility Holding Company Act and Investment Company Act Status The Company is not a “holding company” or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The Company is not, and as a result of and immediately upon the Closing will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
Annual Accounting Landlord shall maintain true, correct and complete records of the Operating Expenses and Tax Expenses in accordance with sound accounting practices. Within ninety (90) days after the close of each calendar year subsequent to the Base Year, or as soon after such ninety (90) day period as practicable, but in any event within one hundred eighty (180) days after the close of each such calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request made no later than ninety (90) days after receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based, and such other information regarding the annual statement as may be reasonably requested by Tenant to ascertain Landlord's compliance with this Paragraph 7. At Landlord's option, Landlord may deliver such auditor's statement to Tenant together with Landlord's annual statement, or otherwise deliver such auditor's statement to Tenant prior to Tenant's request therefor. Landlord's annual statement shall be final and binding upon Landlord and Tenant (except for revisions to take into account any subsequent reassessment affecting the calculation of Tax Expenses included in such statement, which revisions shall be made if at all, within one hundred eighty (180) days after the close of the calendar year in which Landlord receives the revised tax bill) unless, within sixty (60) days after Tenant's receipt thereof ox Xxnant's receipt of any such revisions due to a reassessment or Tenant's receipt of any correction thereof by Landlord pursuant to the following provisions, as applicable), Tenant shall contest or Landlord shall correct any item therein by giving written notice to the other, specifying each item contested or corrected, respectively, and the reason therefor. If the annual statement shows that Tenant's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. hereof exceeded Tenant's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of rent or (2) pay the excess to Tenant within thirty (30) days after delivery of such statement. If the annual statement shows that Tenant's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. hereof were less than Tenant's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement.
Fiscal Year; Accounting In the case of the Borrower, cause its fiscal year to end on December 31.
Critical Accounting Policies The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Time of Sale Prospectus and the Prospectus accurately and fairly describes (i) the accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and that require management’s most difficult subjective or complex judgment; (ii) the material judgments and uncertainties affecting the application of critical accounting policies and estimates; (iii) the likelihood that materially different amounts would be reported under different conditions or using different assumptions and an explanation thereof; (iv) all material trends, demands, commitments and events known to the Company, and uncertainties, and the potential effects thereof, that the Company believes would materially affect its liquidity and are reasonably likely to occur; and (v) all off-balance sheet commitments and arrangements of the Company and its Controlled Entities, if any. The Company’s directors and management have reviewed and agreed with the selection, application and disclosure of the Company’s critical accounting policies as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and have consulted with its independent accountants with regards to such disclosure.
Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.
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.
Accounting Compliance Participant agrees that, if a merger, reorganization, liquidation or other “transaction” as defined in Section 14 of the Plan occurs and Participant is an “affiliate” of the Company or any Affiliate (as defined in applicable legal and accounting principles) at the time of such transaction, Participant will comply with all requirements of Rule 145 of the Securities Act of 1933, as amended, and the requirements of such other legal or accounting principles, and will execute any documents necessary to ensure such compliance.
Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).
