X
BOOKS AND RECORDS
SECTION 10.1
BOOKS, RECORDS AND FINANCIAL STATEMENTS.
(A)
AT ALL TIMES DURING THE CONTINUANCE OF THE COMPANY, THE COMPANY
SHALL MAINTAIN, AT ITS PRINCIPAL PLACE OF BUSINESS, SEPARATE BOOKS OF ACCOUNT
FOR THE COMPANY THAT SHALL SHOW A TRUE AND ACCURATE RECORD OF ALL COSTS AND
EXPENSES INCURRED, ALL CHARGES MADE, ALL CREDITS MADE AND RECEIVED AND ALL
INCOME DERIVED IN CONNECTION WITH THE OPERATION OF THE COMPANY BUSINESS ON A TAX
BASIS, AND, TO THE EXTENT INCONSISTENT THEREWITH, IN ACCORDANCE WITH THIS
AGREEMENT.
IN ACCORDANCE WITH SECTION 18-305 OF THE DELAWARE ACT, SUCH BOOKS OF
ACCOUNT, TOGETHER WITH A COPY OF THIS AGREEMENT AND OF THE CERTIFICATE, SHALL AT
ALL TIMES BE OPEN TO INSPECTION AND EXAMINATION AT REASONABLE TIMES BY EACH
MEMBER AND ITS DULY AUTHORIZED REPRESENTATIVE FOR ANY PURPOSE REASONABLY RELATED
TO SUCH MEMBER'S INTEREST AS A MEMBER OF THE COMPANY.
(B)
THE FOLLOWING FINANCIAL INFORMATION SHALL BE TRANSMITTED BY THE
MANAGING MEMBER TO EACH MEMBER:
(I)
WITHIN THREE (3) MONTHS AFTER THE CLOSE OF EACH FISCAL YEAR:
(A)
AN AUDITED BALANCE SHEET OF THE COMPANY AS OF THE CLOSE OF SUCH
FISCAL YEAR;
(B)
AN AUDITED STATEMENT OF COMPANY PROFITS AND LOSSES FOR SUCH FISCAL
YEAR;
(C)
A STATEMENT OF SUCH MEMBER'S CAPITAL ACCOUNT AS OF THE CLOSE OF
SUCH FISCAL YEAR, AND CHANGES THEREIN DURING SUCH FISCAL YEAR; AND
(D)
A STATEMENT INDICATING SUCH MEMBER'S SHARE OF EACH ITEM OF COMPANY
INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FOR SUCH FISCAL YEAR FOR INCOME TAX
PURPOSES.
(II)
WITHIN 90 DAYS AFTER THE CLOSE OF EACH QUARTER:
(A)
AN UNAUDITED BALANCE SHEET AS OF THE CLOSE OF SUCH QUARTER; AND
(B)
AN UNAUDITED STATEMENT OF COMPANY PROFITS AND LOSSES FOR SUCH
QUARTER.
(III)
WITHIN 30 DAYS AFTER THE CLOSE OF EACH CALENDAR MONTH, A REPORT
OF COMPANY PROFIT AND LOSS FOR SUCH MONTH.
20
SECTION 10.2
ACCOUNTING METHOD.
FOR BOTH FINANCIAL AND TAX REPORTING
PURPOSES AND FOR PURPOSES OF DETERMINING PROFITS AND LOSSES, THE BOOKS AND
RECORDS OF THE COMPANY SHALL BE KEPT ON THE ACCRUAL METHOD OF ACCOUNTING APPLIED
IN A CONSISTENT MANNER AND SHALL REFLECT ALL COMPANY TRANSACTIONS AND BE
APPROPRIATE FOR THE COMPANY'S BUSINESS.
SECTION 10.3
AUDIT.
WITHOUT LIMITATION OF THE PROVISIONS OF SECTION
10.1(B), AT ANY TIME AND IN THE SOLE DISCRETION OF THE MANAGING MEMBER, THE
FINANCIAL STATEMENTS OF THE COMPANY MAY BE AUDITED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS SELECTED BY THE MANAGING MEMBER, WITH SUCH AUDIT TO BE
ACCOMPANIED BY A REPORT OF SUCH ACCOUNTANT CONTAINING ITS OPINION.
THE COST OF
SUCH AUDITS WILL BE AN EXPENSE OF THE COMPANY.
A COPY OF ANY SUCH AUDITED
FINANCIAL STATEMENTS AND ACCOUNTANT'S REPORT WILL BE MADE AVAILABLE FOR
INSPECTION BY THE MEMBERS.
ARTICLE XI
TAX MATTERS
SECTION 11.1
TAX MATTERS MEMBER.
(A)
THE TAX MATTERS MEMBER SHALL ARRANGE FOR THE PREPARATION OF AND
TIMELY FILING OF ALL RETURNS RELATING TO COMPANY INCOME, GAINS, LOSSES,
DEDUCTIONS AND CREDITS, AS NECESSARY FOR FEDERAL, STATE AND LOCAL INCOME TAX
PURPOSES.
EACH