BOOKS AND RECORDS     59 Sample Clauses

BOOKS AND RECORDS     59. Section 11.1 Books and Records; Inspection by Members 59 Section 11.2 Reports 60 Section 11.3 Preparation of Tax Returns 61 Section 11.4 Tax Elections 61 Section 11.5 Tax Information 61 Page ARTICLE 12 AMENDMENTS 62 ARTICLE 13 TRANSFERS; MONTHLY ALLOCATIONS 62 ARTICLE 14 DISSOLUTION AND WINDING UP 63 Section 14.1 Dissolution Events 63 Section 14.2 Winding Up 63 Section 14.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 64 Section 14.4 Deemed Distribution and Recontribution 64 Section 14.5 Rights of Members 64 Section 14.6 Notice of Dissolution/Termination 65 Section 14.7 Allocations During Period of Liquidation 65 Section 14.8 Character of Liquidating Distributions 65 Section 14.9 The Liquidator 65 Section 14.10 Form of Liquidating Distributions 66 ARTICLE 15 MISCELLANEOUS 66 Section 15.1 Notices 66 Section 15.2 Binding Effect 66 Section 15.3 Construction 67 Section 15.4 Time 67 Section 15.5 Headings 67 Section 15.6 Severability 67 Section 15.7 Incorporation by Reference 67 Section 15.8 Variation of Terms 67 Section 15.9 Governing Law and Consent to Jurisdiction/Service of Process 67 Section 15.10 Waiver of Jury Trial 67 Section 15.11 Counterpart Execution 68 Section 15.12 Specific Performance 68 Exhibit A — Specimen Trust Interest Certificate A-1 This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of the 25th day of April, 2006 and is entered into by Compass Diversified Trust and Compass Group Management LLC, as Members hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Such Members hereby agree to the amendment and restatement of the Operating Agreement, dated as of November 18, 2005 (the “Original Agreement”), as set forth herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.9 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.
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Related to BOOKS AND RECORDS     59

  • Books and Records Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

  • Books and Records; Accounting The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Books and Records of Account The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

  • Books and Records; Access The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

  • Keeping Books and Records The Borrower will maintain, and will cause each Subsidiary to maintain, proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder.

  • Books and Records; Personnel For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding):

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

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