the Managing Member) holding not less than 75% of the
Holdings Units (as such term is defined in the Exchange Agreement) (excluding
any Holdings Units held by the Managing Member) require all Members holding
Holdings Units to exchange all such units held by them pursuant to the Exchange
Agreement.
Section 7.8.
Bankruptcy.
Notwithstanding any other provision of this
Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be
a member of the Company and upon the occurrence of such an event, the Company
shall continue without dissolution.
ARTICLE VIII
BOOKS AND RECORDS; FINANCIAL STATEMENTS AND OTHER INFORMATION;
TAX MATTERS
SECTION 8.1.
BOOKS AND RECORDS.
THE COMPANY SHALL KEEP AT ITS PRINCIPAL
EXECUTIVE OFFICE (I) CORRECT AND COMPLETE BOOKS AND RECORDS OF ACCOUNT (WHICH,
IN THE CASE OF FINANCIAL RECORDS, SHALL BE KEPT IN ACCORDANCE WITH GAAP),
(II) MINUTES OF THE PROCEEDINGS OF MEETINGS OF THE MEMBERS, (III) A CURRENT LIST
OF THE DIRECTORS AND OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES AND THEIR
RESPECTIVE RESIDENCE ADDRESSES, AND (IV) A RECORD CONTAINING THE NAMES AND
ADDRESSES OF ALL MEMBERS, THE TOTAL NUMBER OF UNITS HELD BY EACH MEMBER, AND THE
DATES WHEN THEY RESPECTIVELY BECAME THE OWNERS OF RECORD THEREOF.
ANY OF THE
FOREGOING BOOKS, MINUTES OR RECORDS MAY BE IN WRITTEN FORM OR IN ANY OTHER FORM
CAPABLE OF BEING CONVERTED INTO WRITTEN FORM WITHIN A REASONABLE TIME. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, NOTWITHSTANDING THE
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RIGHTS SET FORTH IN SECTION 18-305 OF THE ACT, NO MEMBER SHALL HAVE THE RIGHT TO
OBTAIN INFORMATION FROM THE COMPANY.
Section 8.2.
Information.
(A)
THE MEMBERS SHALL BE SUPPLIED WITH ALL OTHER COMPANY INFORMATION
NECESSARY TO ENABLE EACH MEMBER TO PREPARE ITS FEDERAL, STATE, AND LOCAL INCOME
TAX RETURNS.
(B)
ALL DETERMINATIONS, VALUATIONS AND OTHER MATTERS OF JUDGMENT
REQUIRED TO BE MADE FOR ORDINARY COURSE ACCOUNTING PURPOSES UNDER THIS AGREEMENT
SHALL BE MADE BY THE MANAGING MEMBER AND SHALL BE CONCLUSIVE AND BINDING ON ALL
MEMBERS, THEIR SUCCESSORS IN INTEREST AND ANY OTHER PERSON WHO IS A PARTY TO OR
OTHERWISE BOUND BY THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW OR
AS OTHERWISE PROVIDED IN THIS AGREEMENT, NO SUCH PERSON SHALL HAVE THE RIGHT TO
AN ACCOUNTING OR AN APPRAISAL OF THE ASSETS OF THE COMPANY OR ANY SUCCESSOR
THERETO.
Section 8.3.
Fiscal Year.
The Fiscal Year of the Company shall end on or as
close to the last Friday of June of each calendar year unless otherwise
determined by the Managing Member in its sole discretion in accordance with
Section 706 of the Code.
Section 8.4.
Certain Tax Matters.
(A)
PREPARATION OF RETURNS.
THE MANAGING MEMBER SHALL CAUSE TO BE
PREPARED ALL FEDERAL, STATE AND LOCAL TAX RETURNS OF THE COMPANY FOR EACH YEAR
FOR WHICH SUCH RETURNS ARE REQUIRED TO BE FILED AND SHALL CAUSE SUCH RETURNS TO
BE TIMELY FILED.
THE MANAGING MEMBER SHALL DETERMINE THE APPROPRIATE TREATMENT
OF EACH ITEM OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT