Books Records Accounting and Reports. Section 8.1 Records and Accounting 74 Section 8.2 Fiscal Year 74 Section 8.3 Reports 74 ARTICLE IX
Books Records Accounting and Reports. Section 7.1 Records and Accounting 16 Section 7.2 Reports 16 Section 7.3 Bank Accounts 17 ARTICLE VIII
Books Records Accounting and Reports. Section 9.1 Books, Records and Accounting 28 Section 9.2 Fiscal Year 29 Section 9.3 Reports 29
Books Records Accounting and Reports. 30 8.1 Books, Records and Accounting 30 8.2 Fiscal Year 31 8.3 Reports 31 ARTICLE 9
Books Records Accounting and Reports. 44 9.1 Records and Accounting 44 9.2 Fiscal Year 45 9.3 Reports 45
Books Records Accounting and Reports. 44 Section 9.1.
Books Records Accounting and Reports. Section 8.1 Records and Accounting US-DOCS\00000000.12 The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Securities, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate.
Books Records Accounting and Reports. SECTION 8.1 Records and Accounting SECTION 8.2 Fiscal Year SECTION 8.3 Reports
Books Records Accounting and Reports. (a) Ashford, acting as a Member and on behalf of the Company, shall maintain, or cause to be maintained, in a manner customary and consistent with good accounting principles, practices and procedures, a comprehensive system of office records, books and accounts (which records, books and accounts shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial transaction with respect to the ownership and operation of the property of the Company. Such books and records of account shall be prepared and maintained at the principal place of business of the Company. Such books and records shall be maintained, and income, gain, losses and deductions shall be determined and accounted for, on the accrual basis in accordance with generally accepted accounting principals consistently applied (with sufficient supplementary records to permit the computation of cash flow on a cash basis). Each Member or its duly authorized representative, upon reasonable prior notice, shall have the right to inspect, examine and copy such books and records of account at the Company’s office during reasonable business hours and to receive other material information about the Company and its operations. A reasonable charge for copying books and records may be charged by the Company. Each Member, upon reasonable prior notice, shall have the right to audit such records and books of account by an accountant of its choice at its expense. Ashford, acting as a Member and on behalf of the Company, shall reasonably cooperate with any Member or its agents in connection with any review or audit of the Company or its records and books. Ashford, acting as a Member and on behalf of the Company, shall retain all records and books relating to the Company for a period of at least six (6) years after the dissolution of the Company and shall thereafter destroy such records and books only after giving at least thirty (30) days’ advance written notice to the Members.
Books Records Accounting and Reports. 34 9.1 Records and Accounting 34 9.2 Fiscal Year 34 9.3 Reports 34 Article 10. TAX MATTERS 35 10.1 Preparation of Tax Returns 35 10.2 Tax Elections 35 10.3 Tax Matters Partner 35 10.4 Organizational Expenses 37 10.5 Withholding 37 Article 11. TRANSFERS AND WITHDRAWALS 38 11.1 Transfer 38 11.2 Transfer of the General Partner’s General Partner Interest 38 11.3 Limited Partners’ Rights to Transfer 40 11.4 Substituted Limited Partners 41 11.5 Assignees 41 11.6 General Provisions 42 Article 12. ADMISSION OF PARTNERS 43 12.1 Admission of Successor General Partner 43 12.2 Admission of Additional Limited Partners 44 12.3 Amendment of Agreement and Certificate of Limited Partnership 44 Article 13. DISSOLUTION, LIQUIDATION AND TERMINATION 45 13.1 Dissolution 45 13.2 Winding Up 45 13.3 No Obligation to Contribute Deficit 47 13.4 Rights of Limited Partners 47 13.5 Notice of Dissolution 47 13.6 Termination of Partnership and Cancellation of Certificate of Limited Partnership 47 13.7 Reasonable Time for Winding-Up 47 13.8 Waiver of Partition 47 Article 14. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS 48 14.1 Amendments 48 14.2 Meetings of the Partners 48 Article 15. GENERAL PROVISIONS 50 15.1 Addresses and Notice 50 15.2 Titles and Captions 50 15.3 Pronouns and Plurals 50 15.4 Further Action 50 15.5 Binding Effect 50 15.6 Creditors 50 15.7 Waiver 50 15.8 Counterparts 50 15.9 Applicable Law 51 15.10 Invalidity of Provisions 51 15.11 Entire Agreement 51 15.12 Merger 51 15.13 No Rights as Stockholders 51 EXHIBITS Exhibit A – Partners’ Contributions and Partnership Interests Exhibit B – Allocations Exhibit C – Certificate of Limited Partnership FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF CORPORATE INCOME PROPERTIES – ARC OPERATING PARTNERSHIP, L.P. THIS AGREEMENT OF LIMITED PARTNERSHIP OF CORPORATE INCOME PROPERTIES - ARC OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of ____________, 2010, is entered into among CORPORATE INCOME PROPERTIES – ARC, INC., a Maryland corporation, as general partner (the “General Partner”), and CORPORATE INCOME PROPERTIES – ARC SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner” and “Special Limited Partner”), and the Limited Partners party hereto from time to time.
