Date of Completion – Tax and Accounting Effective Date Clause Samples

Date of Completion – Tax and Accounting Effective Date. The Beneficiary will own and take possession of the contributed assets and rights, and will assume all of the liabilities related to the Contributed Line of Business, as of the Date of Completion and as they exist on that date, with it being specified that the Parties have agreed that the Contribution shall take effect retroactively with respect to taxes and accounting as of 1 January 2020 (the « Tax and Accounting Effective Date »). Consequently, all of the operations carried out since the Tax and Accounting Effective Date regarding the Contributed Line of Business shall be deemed to have been, either actively or passively, for the account and to the benefit of the Beneficiary. In that regard, the Contributor’s representative states that, since 1 January 2020, no operations have been carried out other than those of ordinary daily management, and that it will continue to manage the company pursuant the same principles as before. However, it commits to ask the Beneficiary for its prior agreement for any act of such significance that it might affect the contributed assets and rights. In general, the Beneficiary will be unconditionally subrogated in the Contributor’s various rights, actions, obligations and commitments, to the extent they are related to the assets, liabilities and commitments that are the subject of this Contribution.
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Related to Date of Completion – Tax and Accounting Effective Date

  • 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.

  • Tax and Accounting Consequences It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

  • Fiscal Year and Accounting Changes Change its fiscal year from December 31 or make any change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;