(B)
EACH MEMBER SHALL BE SUPPLIED WITH THE INFORMATION OF THE COMPANY
NECESSARY TO ENABLE SUCH MEMBER TO PREPARE IN A TIMELY MANNER (AND IN ANY EVENT
WITHIN 120 DAYS AFTER THE END OF THE COMPANY FISCAL YEAR) ITS FEDERAL, STATE AND
LOCAL INCOME TAX RETURNS AND SUCH OTHER FINANCIAL OR OTHER STATEMENTS AND
REPORTS THAT THE MANAGER DEEMS APPROPRIATE.
(C)
THE MANAGER SHALL KEEP OR CAUSE TO BE KEPT BOOKS AND RECORDS
PERTAINING TO THE COMPANY'S BUSINESS SHOWING ALL OF ITS ASSETS AND LIABILITIES,
RECEIPTS AND DISBURSEMENTS, NET INCOME AND NET LOSSES, MEMBERS' CAPITAL ACCOUNTS
AND ALL TRANSACTIONS ENTERED INTO BY THE COMPANY. SUCH BOOKS AND RECORDS OF THE
COMPANY SHALL BE KEPT AT THE OFFICE OF THE COMPANY AND THE MEMBERS AND THEIR
REPRESENTATIVES SHALL AT ALL REASONABLE TIMES HAVE FREE ACCESS THERETO FOR THE
PURPOSE OF INSPECTING OR COPYING THE SAME.
35
(D)
THE COMPANY'S BOOKS OF ACCOUNT SHALL BE KEPT ON AN ACCRUAL BASIS
OR AS OTHERWISE PROVIDED BY THE MANAGER AND OTHERWISE IN ACCORDANCE WITH GAAP,
EXCEPT THAT FOR INCOME TAX PURPOSES SUCH BOOKS SHALL BE KEPT IN ACCORDANCE WITH
APPLICABLE TAX ACCOUNTING PRINCIPLES.
(E)
THE COMPANY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
(I) MAINTAIN ACCURATE BOOKS AND RECORDS REFLECTING ITS ASSETS AND LIABILITIES
AND MAINTAIN PROPER AND ADEQUATE "INTERNAL CONTROL OVER FINANCIAL REPORTING" (AS
SUCH TERM IS DEFINED IN RULES 13A-15(F) AND 15D-15(F) PROMULGATED UNDER THE
EXCHANGE ACT, AND AS SUCH RULES MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO
TIME); AND (II) DELIVER TO ANY MEMBER, IMMEDIATELY UPON REQUEST, CERTIFICATIONS
AND STATEMENTS WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES SATISFYING THE
REQUIREMENTS OF RULE 13A-L4(A) OR 15D-14(A) UNDER THE EXCHANGE ACT, AND
18 U.S.C. § 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002).
(F)
SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, THE
COMPANY WILL PERMIT REPRESENTATIVES OF A MEMBER AND ITS AFFILIATES, AT THEIR
EXPENSE, TO OBTAIN ALL BOOKS AND ACCOUNTS, DOCUMENTS AND OTHER INFORMATION
(OTHER THAN DOCUMENTS AND INFORMATION RELATING TO PRICING OR OTHER PROPRIETARY
INFORMATION OF ANY MEMBER OR ITS AFFILIATES COLLECTED PURSUANT TO ANY EXHIBITOR
SERVICES AGREEMENT) IN THE POSSESSION OF THE COMPANY AND ITS SUBSIDIARIES, IF
ANY, AS MAY REASONABLY BE REQUESTED IN ORDER TO ENABLE SUCH MEMBER TO MONITOR
ITS INVESTMENT IN THE COMPANY AND TO EXERCISE ITS RIGHTS UNDER THIS AGREEMENT
AND, TO THE EXTENT APPLICABLE, TO PROVIDE SUCH OTHER ACCESS AND INFORMATION AS
MAY BE REASONABLY REQUIRED TO ENABLE SUCH MEMBER TO ACCOUNT FOR THE INVESTMENT
IN THE COMPANY AND OTHERWISE COMPLY WITH THE REQUIREMENTS OF APPLICABLE LAWS,
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY.
6.2
Certain Tax Matters. The Company shall make the TEFRA Election for
all taxable years of the Company. The "tax matters partner" for purposes of
Section 6231(a)(7) of the Code shall be NCM Inc. (the "Tax Matters Member"). The
Tax Matters Member shall have all the rights, duties, powers and obligations
provided for in Sections 6221 through 6232 of the Code