IS A
CORPORATION, THE FILING OF A CERTIFICATE OF DISSOLUTION, OR ITS EQUIVALENT, FOR
THAT CORPORATION OR THE REVOCATION OF ITS CHARTER.
The parties intend that none of the events described above or any other similar
events should cause a dissolution and winding up of the Company.
Dissolution is
23
only expected to occur upon the occurrence of the events described in
Article XV, Section 1.
2.
RIGHTS OF A MEMBER WHO HAS
DISSOCIATED.
IN THE EVENT ANY MEMBER DISSOCIATES IN ACCORDANCE WITH SECTION 1
ABOVE:
2.1
AND, NOTWITHSTANDING THE LAST SENTENCE OF
SECTION 1 ABOVE OR ARTICLE XV, SECTION 1, THE DISSOCIATION CAUSES A DISSOLUTION
AND WINDING UP OF THE COMPANY UNDER ARTICLE XV, THEN TO THE EXTENT PERMITTED BY
THE GAMING AUTHORITIES, THE MEMBER SHALL BE ENTITLED TO PARTICIPATE IN THE
WINDING UP OF THE COMPANY TO THE SAME EXTENT AS ANY OTHER MEMBER EXCEPT THAT ANY
DISTRIBUTION TO WHICH THE MEMBER WOULD HAVE BEEN ENTITLED SHALL BE REDUCED BY
THE DAMAGES SUSTAINED BY THE COMPANY OR ANY OTHER MEMBER AS A RESULT OF THE
DISSOCIATION DISSOLUTION AND WINDING UP; OR
2.2
IF THE DISSOCIATION DOES NOT CAUSE A
DISSOLUTION AND WINDING UP OF THE COMPANY UNDER ARTICLE XV, THEN TO THE EXTENT
PERMITTED BY THE GAMING AUTHORITIES THE MEMBER OR ITS SUCCESSOR SHALL BE SUBJECT
TO THE MEMBER BUY-OUT PROVISIONS OF ARTICLE XIV.
ARTICLE XII
INSPECTION OF RECORDS; BANK ACCOUNTS
1.
RIGHTS OF MEMBERS TO INSPECT RECORDS.
PURSUANT TO THE ACT, A MEMBER MAY INSPECT AND COPY, IN PERSON OR BY AGENT, FROM
TIME TO TIME ON A REASONABLE WRITTEN DEMAND DURING REGULAR BUSINESS HOURS AT THE
PRINCIPAL PLACE OF BUSINESS OF THE COMPANY:
A.
TRUE AND FULL INFORMATION REGARDING THE
STATE OF THE BUSINESS AND FINANCIAL CONDITION OF THE COMPANY;
B.
A COPY OF THE ARTICLES AND THIS
AGREEMENT AND ALL AMENDMENTS THERETO (INCLUDING ANY VERSIONS WHICH ARE NO LONGER
IN EFFECT), TOGETHER WITH EXECUTED COPIES OF ANY POWERS OF ATTORNEY PURSUANT TO
WHICH ANY SUCH DOCUMENTS WERE EXECUTED;
C.
A CURRENT LISTS OF THE NAMES AND LAST
KNOWN BUSINESS, RESIDENCE OR MAILING ADDRESS OF ALL MEMBERS AND MANAGERS (SET
FORTH IN ALPHABETICAL ORDER);
D.
COPIES OF THE COMPANY'S FEDERAL, STATE
AND LOCAL INCOME TAX RETURNS AND REPORTS FOR THE THREE (3) MOST RECENT YEARS, OR
IF SUCH RETURNS AND REPORTS WERE NOT PREPARED FOR ANY REASON, COPIES OF THE
INFORMATION AND RECORDS PROVIDED TO, OR WHICH SHOULD HAVE BEEN PROVIDED TO, THE
MEMBERS TO ENABLE THEM TO PREPARE THEIR FEDERAL, STATE AND LOCAL TAX RETURNS FOR
SUCH PERIOD;
24
E.
COPIES OF THE COMPANY'S FINANCIAL
STATEMENTS FOR THE THREE (3) MOST RECENT YEARS; AND
F.
OTHER INFORMATION REGARDING THE
AFFAIRS OF THE COMPANY AS IS JUST AND REASONABLE FOR ANY PURPOSE REASONABLY
RELATED TO THE MEMBER'S INTEREST AS A MEMBER OR REQUIRED TO BE DISCLOSED TO THE
MEMBERS UNDER THE ACT.
2.
BANK ACCOUNTS.
THE FUNDS OF THE
COMPANY SHALL BE DEPOSITED IN THE NAME OF THE COMPANY, IN SUCH BANK ACCOUNT OR