OPERATIONS,
OPERATING PLANS, CUSTOMERS, CUSTOMER LISTS, ADVERTISERS, ADVERTISER LISTS,
MEMBERS, INTERESTS, THE IDENTITY OF ANY HOLDER OF, OR AMOUNT OF, ANY INTERESTS,
PROPOSED OR CURRENT VENTURES, BUSINESS PLANS, PAST AGREEMENTS, POTENTIAL
AGREEMENTS, PRIVATE OR PROPRIETARY CONVERSATIONS, TRADE SECRETS, AS WELL AS
INFORMATION RELATING TO THEIR FINANCIAL PERFORMANCE, CONDITION OR VALUATION;
PROVIDED, THAT "CONFIDENTIAL INFORMATION" DOES NOT INCLUDE INFORMATION WHICH:
(I) IS NOW, OR HEREAFTER BECOMES, THROUGH NO ACT OR FAILURE TO ACT ON THE PART
OF THE RECEIVING PARTY, GENERALLY KNOWN OR AVAILABLE TO THE PUBLIC; (II) WAS
ACQUIRED BY THE RECEIVING PARTY BEFORE RECEIVING SUCH INFORMATION FROM THE
COMPANY AND WITHOUT RESTRICTION AS TO USE OR DISCLOSURE; (III) IS HEREAFTER
RIGHTFULLY FURNISHED TO THE RECEIVING PARTY BY A THIRD PARTY, WITHOUT
RESTRICTION AS TO USE OR DISCLOSURE; (IV) IS INFORMATION WHICH THE RECEIVING
PARTY CAN DOCUMENT WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY WITHOUT
BREACH OF ANY OBLIGATION OF CONFIDENTIALITY; (V) IS REQUIRED TO BE DISCLOSED
PURSUANT TO LAW, PROVIDED THE RECEIVING PARTY USES REASONABLE EFFORTS TO GIVE
THE COMPANY REASONABLE ADVANCE NOTICE OF SUCH REQUIRED DISCLOSURE; OR (VI) IS
DISCLOSED WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
15.2
ACCOUNTING BASIS FOR TAX AND REPORTING PURPOSES.
THE BOOKS AND RECORDS OF THE COMPANY FOR TAX PURPOSES, FOR PURPOSES OF THIS
AGREEMENT AND FOR THE PURPOSE OF REPORTS TO THE MEMBERS SHALL BE KEPT IN
ACCORDANCE WITH SUCH METHOD AS THE BOARD SHALL DETERMINE.
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15.3
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF THE
COMPANY SHALL BE MAINTAINED AT THE OFFICE OF THE COMPANY.
EACH MEMBER SHALL
HAVE REASONABLE ACCESS TO INSPECT THE ACCOUNTING RECORDS OF THE COMPANY DURING
REGULAR BUSINESS HOURS OF THE COMPANY AT THE OFFICE OF THE COMPANY.
15.4
REPORTS.
(A)
WITHIN FORTY-FIVE (45) DAYS AFTER
THE END OF EACH FISCAL YEAR, THE CHIEF EXECUTIVE OFFICER SHALL SEND TO EACH
PERSON WHO WAS A MEMBER AT THE END OF THE FISCAL YEAR THEN ENDED THE BALANCE
SHEET OF THE COMPANY AS OF THE END OF SUCH YEAR AND STATEMENTS OF OPERATIONS,
CHANGES IN MEMBERS' CAPITAL AND CASH FLOW OF THE COMPANY FOR SUCH YEAR, ALL OF
WHICH SHALL BE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED.
ANY MEMBER MAY REQUEST AUDITED FINANCIAL STATEMENTS FOR THE COMPANY.
THE AUDIT SHALL BE PERFORMED BY THE ACCOUNTING FIRM FOR THE MEMBER REQUESTING
THE AUDIT.
THE MEMBER REQUESTING THE AUDIT, SHALL PAY FOR THE COST OF THE
AUDIT.
(B)
WITHIN SEVENTY FIVE (75) DAYS AFTER THE END
OF EACH FISCAL YEAR, THE CHIEF EXECUTIVE OFFICER SHALL SEND TO EACH PERSON WHO
WAS A MEMBER AT ANY TIME DURING THE YEAR THEN ENDED SUCH TAX INFORMATION
RELATING TO THE COMPANY AS SHALL BE NECESSARY FOR THE PREPARATION BY SUCH MEMBER
OF ITS FEDERAL INCOME TAX RETURN AND REQUIRED STATE INCOME AND OTHER TAX
RETURNS.
(C)
WITHIN 10 DAYS AFTER THE END OF EACH
QUARTER, THE CHIEF EXECUTIVE OFFICER SHALL SEND TO EACH PERSON WHO IS A MEMBER
AN UNAUDITED BALANCE SHEET OF THE COMPANY AND STATEMENTS OF OPERATIONS,