1. (For contractors other than brokers and manufacturers' agents; Floor is $1,000,000 unless fiscal year is less than 12 months, in which event 2. (For brokers and manufacturers' agents: Floor is $25,000 unless fiscal year is less than 12 months in which event such amount is prorated). Our own renegotiable commissions and other receipts or accruals in this fiscal year under subcontracts described in Sec. 103(g) (3) of the Act, were $ Our renegotiable receipts or accruals from such subcontracts, together with those of all persons named in paragraph 4 below, aggregated $ for this fiscal year. 3. We do not expect to receive or accrue any further amounts applicable to this fiscal year which would bring aggregate renegotiable receipts or accruals above the floor for this fiscal year. 4. The following persons and no others, controlled or were under control of or under common control with us during this fiscal year. (Do not insert your own name. If any person listed had no renegotiable sales write "none" under that heading and omit total sales): "The term "person" includes an individual, firm, association, partnership, and any organized group of persons whether or not incorporated, including joint ventures. (If different, attach explanation.) 6. Our gross sales or gross receipts (less returns and allowances) reported for Federal income tax purposes were $. 7. The standard commercial article exemption has been self-applied by us to otherwise renegotiable sales in the amount of $. All such sales were made in conformity with the price limitation prescribed in section 106(e) (4) (B) (ii) of the act (see Instructions, page 8, paragraph 7). 8. We attach a full description of the methods used in segregating sales between renegotiable and nonrenegotiable. Certification The undersigned certifies, under the criminal penalties provided in Sec. 105(e) (1) of the Renegotiation Act of 1951, that he is authorized to sign this report on behalf of the contractor and that the representations contained in this report are true and correct to the best of his knowledge and belief. If a corporation: 1470.92 Forms and instructions for filing renegotiation reports. The Standard Form of Contractor's Report (see § 1470.90) and the Statement of Non-Applicability (see § 1470.91), together with explanatory information and instructions for preparing and filing such reports, are set forth in a booklet published by the Board, entitled "Forms and Instructions for Filing Renegotiation Reports." Such informa tion and instructions are intended to guide and assist contractors in complying with the act; they are not a substitute for any regulations in this subchapter. Copies of the forms and booklet may be obtained from the Board and the Regional Boards (see § 1472.6(d) (1) of this subchapter), and may also be obtained in person at the field offices of the Department of Com merce. Dollars without incurring any liability for excessive profits for the fiscal year under review. In the event that it is finally determined that the aggregate liability of the Government to the Contractor pursuant to the price adjustment provisions aforesaid, allocable to the fiscal year under review, exceeds the aggregate liability of the Contractor to the Government pursuant thereto by an amount greater than said sum of ($. --) (Repeat amount last above stated) Dollars, the Contractor agrees that the difference between the amount of such excess and said sum of ($~~~~--------~~) (Repeat amount last above stated) Dollars shall be deemed to be additional profits to be eliminated pursuant to the Act, after being reduced by the sum of of the contractor as his personal representative. Dollars representing the taxes measured by income, other than Federal taxes, which are attributable to the portion of the profits of the Contractor which is not excessive, and the Contractor agrees that it will pay to the Government an amount equal to the difference between the amount of any such additional profits as so adjusted and the amount of the tax credit, if any, provided by section 1481 of the Internal Revenue Code of 1954. (i) Special provisions for consolidated renegotiation. When an agreement is made with an affiliated or related group which has been renegotiated on a consolidated basis, the agreement should be made with the agent of the group designated in accordance with section 1464.7 (b) of this subchapter and should be varied as follows after the designation of the contracting parties: Whereas: A. The Contractor and the following other corporations [persons] (hereinafter collectively referred to as "the Group") constitute and qualify as an "affiliated [related] group" in accordance with the provisions of Part 1464 of the Renegotiation Board Regulations under the Renegotiation Act of 1951, as amended or supplemented (hereinafter referred to as "the Act"). (h) Special provision for merger, consolidation, bankruptcy, etc.-When an agreement is made with a party other than the party whose receipts or accruals are the subject of the renegotiation, the contracting party should be designated as the contractor; article 1 should be renumbered article 2; and a new article 1 should be inserted describing the legal relationship between the contractor and such other party (the latter to be referred to therein as "the Predecessor Contractor" or otherwise appropriately designated). For example, if, as the result of a formal corporate merger or consolidation after the close of the fiscal year under review, in accordance with State law or otherwise, the predecessor contractor has been dissolved and the contractor has succeeded to all of its rights and liabilities, a provision in substantially the following form may be used: B. Pursuant to said regulations, the Group has requested and has been accorded consolidated renegotiation for the fiscal year ended ARTICLE 1. Transfer to Contractor.-The Contractor represents that on or about the Contractor acquired all of the assets, and assumed all of the liabilities, of [for the respective fiscal years set forth in Exhibit B attached hereto and hereby made a part hereof] (hereinafter referred to as "the fiscal year [years] under review"). a corporation organized under the laws of the State of (hereinafter re C. Pursuant to said regulations, the Group has designated the Contractor as the agent of the Group and has authorized the Contractor as such agent to represent all members of the Group in all respects in connection with the consolidated renegotiation of the Group for the fiscal year [years] under review. ferred to as "the Predecessor Contractor"). Now, therefore, the parties hereto agree as follows: ARTICLE 1. Application of agreement to the Group.The Contractor agrees that all representations, warranties and agreements made herein by the Contractor are made for and on behalf of itself and all other members of the Group and shall be applicable to itself and each other member of the Group, and that each other member of the Group shall be bound by such representations, warranties and agreements as fully as if such member were named herein as the Contractor and had executed this agreement for itself. ART. 2. Profits to be eliminated.-As a result of renegotiation pursuant to the Act, the Government and the Contractor hereby determine and agree that of the profits derived by the Group during the fiscal year [years] under review from contracts and subcontracts subject to the Act, the sum of ($------- -) Dollars represents the amount of profits which should be eliminated pursuant to the Act. The part, if any, of such profits which is allocated to each member of the Group is set forth in Exhibit B attached hereto and [hereby] made a part hereof. 967 The agreement should then continue in customary form, the words "the Contractor" being changed to "the Group" or "the respective members of the Group," or otherwise, as required. An additional article 12 should be included, reading as follows: ART. 12. Joint and several liability. The members of the Group shall be jointly and severally liable for the payment of any and all amounts payable pursuant to this agreement. Exhibit B should contain a list of the members of the consolidated group and should set forth the following information with respect to each: (a) Name, (b) state of incorporation, (c) principal office, (d) allocable portion, if any, of the profits to be eliminated [insert "None" when applicable]. 1498.3 Execution of renegotiation agreement by contractor.-(a) Corporate contractor. (1) The execution of a renegotiation agreement by a corporate contractor must be accompanied by a certified resolution of its Board of Directors (or other body) authorizing such execution. The adoption and form of the resolution, and the execution of the certificate, must comply with the formalities required by any State laws involved. (2) The resolution itself should state: (ii) The amount of profits to be eliminated and the fiscal year for which they are to be eliminated; (iii) The title of the corporate officer who is being authorized to execute the agreement on behalf of the corporation; and (iv) The title of the corporate officer authorized to attest the execution and to affix the corporate seal. (3) The certificate should state: (i) The name and capacity of the officer signing the certificate; (ii) The body adopting the resolution (Board of Directors or authorized executive committee or similar body); (iii) The date of the meeting; (iv) That a quorum was present throughout the meeting; (v) That the resolution was duly adopted; (vi) If the particular agreement is specifically referred to in the resolution, that the agreement to which the certified resolution is attached is the same as that referred to in the resolution; and (vii) That the resolution has not been modified or rescinded and that it is in full force and effect. (4) If the resolution is adopted by a committee or similar body (other than the Board of Directors), the certificate must also include satisfactory evidence of the authority of such body to act. (5) Any resolution and certificate complying with the requirements of this paragraph will be acceptable to the Board. The resolution and certificate may, but need not, be in the following suggested form: -- Resolved: That the proposed agreement between the Corporation and The Renegotiation Board to be entered into pursuant to the Renegotiation Act of 1951, as amended, providing for the elimination of excessive profits of the Corporation in the amount of $‒‒‒‒‒‒‒‒‒ from contracts and subcontracts subject to said Act for the fiscal year of the Corporation ended be and hereby is approved; and that --------, the be and hereby is authorized and directed, on behalf of the Corporation, to execute and deliver such agreement in the form presented to this meeting and that the Secretary of the Corporation, be and hereby is authorized to attest such execution and affix the seal of the Corporation to said agreement when so executed. -- 1111) I do hereby further certify that the agreement to which this certificate is attached is in the form and contains the terms and conditions of the agreement submitted to said meeting, and that the person executing said agreement was the officer authorized to execute the same. In witness whereof, I have hereunto subscribed my name and affixed the seal of said Corporation this day of 19.---. [CORPORATE SEAL] (b) Other contractors. (Secretary) (1) If the contractor is a partnership or a joint venture, all general partners or participants in the venture should execute the agreement. (2) If the authority of the person signing the agreement is based upon a written instru |