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AG 1997 12 15
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AG 1997 12 15
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Last modified
3/25/2002 6:32:25 PM
Creation date
11/27/2017 11:54:54 AM
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Template:
Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
12/15/1997
Board
Board of Commissioners
Meeting Type
Regular
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(i) For the sole purpose of determining book <br />value under this Agreement, the books of account shall <br />be converted as of the Valuation Date to the accrual <br />method of accounting, making all adjustments and <br />accruals which would be appropriate in order fairly to <br />reflect the financial condition of the Partnership as <br />of such Valuation Date. For example (and by way of <br />illustration and not limitation): (a) all accounts <br />payable, if any, shall be taken at face amount, less <br />normal discount; (b) all accounts receivable, if any, <br />(other than accounts receivable which have been turned <br />over to a collection agency or similar organization for <br />collection) shall be taken at face amount, less normal <br />discount and a reasonable reserve for bad debts; (c) <br />all salaries, if any, shall be accrued; and (d) all <br />regular payroll, income and property taxes shall be <br />accrued. <br /> <br /> (ii) No amount shall be included on account of <br />good will or other intangible assets, or any unrealized <br />appreciation in the assets of the Partnership (except <br />as otherwise specifically provided in this Section <br />7.5). <br /> <br /> (iii) Ail tangible personal assets shall be taken <br />at the valuation appearing on the Partnership's books <br />of account, with adjustment for depreciation taken on <br />such assets; provided that such depreciation shall be <br />computed, for purposes of this Agreement, on the <br />straight-line basis. <br /> <br /> (iv) Investment of the Partnership in securities <br />which are listed on any public exchange or which are <br />regularly traded in over-the-counter markets shall be <br />valued in accordance with Section 20.2031-2 of the <br />Federal Estate Tax Regulations (or under the <br />corresponding provisions of any superseding regulations <br />hereafter promulgated) as in effect on the Valuation <br />Date. Investment of the Partnership in securities <br />which are not listed on any public exchange or which <br />are not regularly traded in over-the,counter markets <br />shall be valued at their book value, as determined in <br />accordance with generally accepted accounting <br />principles from the most recent financial statements of <br />the issuer of such securities. <br /> <br /> (v) The determination of book value shall include <br />and reflect the Transferring Partner's capital account <br />as at the end of the fiscal year next preceding the <br />Valuation Date as shown on the Partnership books, <br />increased by Capital Contributions made by it and <br /> <br />12 <br /> <br /> <br />
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