Tax and Accounting. Each and all of the provisions of the Tax Exhibit are incorporated herein and shall constitute part of this Agreement. The Tax Exhibit provides for, among other matters, the establishment and maintenance of capital accounts, and the allocation of profits and losses of the Company.
Tax and Accounting. 14.1. We will not provide you with any tax or accounting advice relating to any Services. You are advised to obtain individual and independent counsel from your financial advisor, auditor or legal counsel with respect to tax and accounting implications of the Services.
Tax and Accounting. Neither the Company nor any of its Subsidiaries shall make or rescind any material Tax election (other than the making of such elections in the ordinary course of business consistent with past practice, which elections are required to be made on a periodic basis), settle or compromise any material Tax liability or change any of its methods of accounting for Tax or other purposes, except as may be required by applicable law or by the rules and pronouncements of the Securities and Exchange Commission;
Tax and Accounting. Make or revoke any material Tax election, file any amended Tax Return that materially increases the Tax liabilities of the Company and its Subsidiaries, settle or compromise any audit or other proceeding relating to a material amount of Tax or change its accounting policies or procedures, in each case, other than in the ordinary course of business or as required by GAAP or applicable Law;
Tax and Accounting. Coordinate the fiscal year end wash sales deferral, reversals and holding period reclass and realized swaps analysis with management, fund accounting and the independent public accountants. Coordinate with IBT and BBH fund accounting to obtain reports required for the wash sales and swaps analysis. Make appropriate representations in conjunction with audit. A- Perform audit and render opinion. Frequency: Semi-Annually Perform & review asset diversification and gross income test to establish qualification as a RIC. Perform & review preliminary asset diversification (if equal to or less than 80% at previous quarter end), final asset diversification, and qualifying income tests at each tax quarter end and as may otherwise be necessary. Follow-up on issues until qualification is resolved. Continuously monitor portfolio activity in conjunction with IRS requirements. Review test results and take any necessary action. Approve tax positions taken. C/A — Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. A-Review quarter end tests on a current basis, as required Frequency: Quarterly Calculate excise tax distributions Calculate required distributions to avoid imposition of excise tax. Coordinate with auditors to receive calculation of prior year over/under, PFIC adjustments and other open temporary tax differences from the previous fiscal year end. Review and approve distribution rates per share and aggregate amounts. A-Provide consultation as requested. Provide certain information relating to tax adjustments. Provide dividend designations. Frequency: Annually Prepare Form 1099. Obtain yearly distribution information. Calculate Form 1099 reclasses and related disclosures including the ICI Primary and Secondary tax reporting schedules. Coordinate with transfer agent (i.e. dividends received deductions, foreign tax credits, tax-exempt income, income by jurisdiction). Review and approve information provided for on Form 1099. A- Review Form 1099 reclasses and related disclosures. Frequency: Annually Suggested Fund Function Investors Bank & Trust GMO Auditor or Counsel TAX AND ACCOUNTING Prepare Financial Statement tax disclosures Obtain applicable information from Auditors in order to report proper tax disclosures in the financial statements (tax cost quarterly, all other disclosures annually) Review and approve information provided. Review annual disclosures. Frequency: Annually Prepare TDF 90-22.1 Report of fore...
Tax and Accounting. The parties hereto shall each use all reasonable efforts to cause the transactions contemplated hereunder to be treated as (i) a reorganization within the meaning of Section 368(a)(1)(B) of the Code, and (ii) to qualify for accounting treatment as a pooling of interests, subject in all events to the provisions of Sections 6.10 and 11.5.
Tax and Accounting. The Company will not make any changes in its accounting methods or practices other than as required by law and to change its accounting for prepaid expenses on the Company’s Tax Return for the year ended December 31, 2004;
Tax and Accounting. Each and all of the provisions of ------------------ Exhibit "C" are incorporated herein and shall constitute part of this Agreement. Exhibit "C" provides for, among other matters, the maintenance of capital accounts, the allocation of profits and losses, and the maintenance of books and records.
Tax and Accounting. Deepwater shall have received (x) a satisfactory tax opinion of White & Case LLP and (y) confirmation from its auditors of the accounting treatment for the transactions contemplated hereby satisfactory in all respects to Deepwater.
Tax and Accounting. The tax and accounting consequences of ------------------ the transactions contemplated hereby shall be acceptable to the Buyer.
