Common use of Access to Accounting and Other Records Clause in Contracts

Access to Accounting and Other Records. (a) Subject to such reasonable standards and conditions as imposed by the Manager, including but not limited to the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, upon request of any Member for purposes reasonably related to the interest of that Person as a Member, the Company shall promptly deliver or cause to be delivered to the requesting Member, at the expense of the Company, a copy of (i) a current list of the full name and last known address of each Member and the Capital Contributions and Units held of record by each Member; and (ii) the Company’s federal, state and local income tax returns and reports, if any, for each of its Fiscal Years. (b) Subject to such reasonable standards and conditions as imposed by the Manager, including the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, each Member also has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member, to inspect and copy during normal business hours (i) any of the Company records described in the foregoing Section 5.2(a); (ii) the Articles of Organization of the Company, any amendments thereto, and executed copies of any powers of attorney granted for the purpose of executing the such Articles or amendments; (iii) this Agreement and any amendments to this Agreement; (iv) financial statements of the Company, if any, for the five (5) most recent Fiscal Years; and (v) the written minutes of any meeting of the Members and any written consents of the Manager or the Members for actions taken without a meeting. (c) The Company also shall promptly furnish to a Member a copy of any amendment to the Articles of Organization or this Agreement executed pursuant to a power of attorney from such Member. (d) Any request by a Member for documents or request to inspect or copy documents under this Section 5.2 (i) may be made by that Member or that Member’s agent or attorney; and (ii) shall be made in writing and shall state the purpose of such demand. (e) Notwithstanding any contrary provision of this Agreement, the Manager or officers of the Company designated by the Manager shall have the right to keep confidential from the Members, for such period of time as the Manager deems reasonable, any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential. (f) No Person who is not the Manager or Member shall have any information or inspection rights.

Access to Accounting and Other Records. (a) Subject All books and records of the Company and the Subtier Entities shall be maintained at the Company’s principal place of business, and each Member, and the Member’s duly authorized representatives, shall have access to them at such reasonable standards office of the Company and conditions as imposed the right to inspect, audit and copy them at all times for any purpose. In addition to the other rights provided by this Agreement or by the ManagerAct, including but not limited each Member shall specifically have the right, upon written demand, and at the Company’s expense: 4.3.1 to obtain copies of the most recent annual, quarterly and/or monthly financial information required to be prepared pursuant to the entering into provisions of Section 4.4 or elsewhere in this Agreement; 4.3.2 to obtain a nondisclosure or similar agreement as deemed appropriate by the Company, upon request of any Member for purposes reasonably related to the interest of that Person as a Member, the Company shall promptly deliver or cause to be delivered to the requesting Member, at the expense copy of the Company, a copy of (i) a current list of the full name ’s and last known address of each Member and the Capital Contributions and Units held of record by each Member; and (ii) the Company’s Subtier Entities’ federal, state and local income tax returns and reports, if any, for each of its Fiscal Years.Year; (b) Subject 4.3.3 to such reasonable standards and conditions as imposed by the Manager, including the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, each Member also has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member, to inspect and copy during normal business hours (i) any of the Company records described in the foregoing Section 5.2(a); (ii) the Articles of Organization of the Company, any amendments thereto, and executed copies of any powers of attorney granted for the purpose of executing the such Articles or amendments; (iii) this Agreement and any amendments to this Agreement; (iv) financial statements of the Company, if any, for the five (5) most recent Fiscal Years; and (v) the written minutes of any meeting of the Members and any written consents of the Manager or the Members for actions taken without a meeting. (c) The Company also shall promptly furnish to a Member obtain a copy of any amendment report prepared by the Company or any Subtier Entity in the ordinary course of business; 4.3.4 to the Articles obtain a copy of Organization or this Agreement and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement and all amendments thereto have been executed; 4.3.5 to obtain a power copy of attorney from such Member.any report prepared for the Company or any Subtier Entity by any third-party property manager; and (d) Any request by a Member for documents or request to inspect or copy documents under this Section 5.2 (i) may be made by that Member or that Member’s agent or attorney; and (ii) shall be made in writing and shall state 4.3.6 other information regarding the purpose of such demand. (e) Notwithstanding any contrary provision of this Agreement, the Manager or officers affairs of the Company designated by and the Subtier Entities as is just and reasonable. The Manager shall use its best efforts to cause the Company to provide such documents to the requesting Member within a reasonable time following such request. If the foregoing information is not made available to a Member within ten (10) days following a Member’s written demand therefor, such Member shall have the right to keep confidential obtain copies of the same directly from the MembersCompany’s accountants upon written demand for the same; the provisions of this Section 4.3. shall constitute the Company’s prior written authority to the Company’s accountants to make such Company information available to any Member that makes written request for the same. The Members acknowledge and agree that all such documents and financial information regarding the Properties, for such period of time as the Manager deems reasonable, any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company and the Subtier Entities shall be kept confidential and shall not be disclosed to third parties except as may be required for tax and financial reporting purposes, as required to defend or could damage the Company prosecute litigation or its business or which the Company is as may otherwise be required by law or by agreement with a third party to keep confidentialapplicable law. (f) No Person who is not the Manager or Member shall have any information or inspection rights.

Access to Accounting and Other Records. The following provisions of this Section 6.2 shall supersede and act in lieu of the provisions of Section 18-305 of the Act: (a) Subject to such reasonable standards and conditions as imposed by the Manager, including but not limited to the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, upon Upon request of any Member for purposes reasonably related to the interest of that Person as a Member, the Company other Member shall promptly deliver or cause to be delivered to the requesting Member, at the expense of the Company, a copy of the following records, to the extent that such other Member is responsible hereunder for the maintenance of such records: (i) a current list of the full name and last known address of each Member and the Capital Contributions and Units Proportionate Share held of record by each Member; (ii) a current list of the Management Committee Representatives and Designated Managers; and (iiiii) the Company’s federal, state and local income tax returns and reports, if any, for each of its Fiscal Yearstaxable years. (b) Subject to such reasonable standards and conditions as imposed by the Manager, including the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, each Each Member also has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member, right to inspect and copy during normal business hours any of the Company’s books and records required to be maintained by the other Member, including (i) any the Certificate of the Company records described in the foregoing Section 5.2(a); (ii) the Articles of Organization Formation of the Company, any amendments theretoto the Certificate of Formation, and executed copies of any powers of attorney granted for the purpose of executing the such Articles or amendmentsCertificate of Formation; (iiiii) this Agreement and any amendments to this Agreement; (iviii) financial statements of the Company, if any, for the five (5) most recent Fiscal Years; and (viv) the written minutes of any meeting of the Management Committee or the Members and any written consents of the Manager Management Committee or the Members for actions taken without a meeting. (c) The Management Committee Representatives and Designated Managers shall also have the right to inspect any and all books and records of the Company also shall promptly furnish required to a Member a copy of any amendment be maintained hereunder by the Members for purposes reasonably related to the Articles of Organization their duties as Management Committee Representatives or this Agreement executed pursuant to a power of attorney from such MemberDesignated Managers. (d) Any request by a Each Member for documents or request to inspect or copy documents under this Section 5.2 (i) may be made by that Member or that Member’s agent or attorney; and (ii) shall be made in writing and shall state the purpose of such demand. (e) Notwithstanding any contrary provision of this Agreement, the Manager or officers of the Company designated by the Manager shall also have the right to keep confidential from inspect any and all books and records maintained by the Members, other Member in connection with any administrative function or responsibility for such period of time which that other Member has been designated as the Manager deems reasonable, any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidentialDesignated Manager. (f) No Person who is not the Manager or Member shall have any information or inspection rights.

Access to Accounting and Other Records. The following provisions of this Section 6.2 shall supersede and act in lieu of the provisions of Section 18-305 of the Act: (a) Subject to such reasonable standards and conditions as imposed by the Manager, including but not limited to the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, upon Upon request of any Member for purposes reasonably related to the interest of that Person as a Member, the Company other Member shall promptly deliver or cause to be delivered to the requesting Member, at the expense of the Company, a copy of the following records, to the extent that such other Member is responsible hereunder for the maintenance of such records: (i) a current list of the full name and last known address of each Member and the Capital Contributions and Units Proportionate Share held of record by each Member; (ii) a current list of the Management Committee Representatives and Designated Managers; and (iiiii) the Company’s federal, state and local income tax returns and reports, if any, for each of its Fiscal Yearstaxable years. (b) Subject to such reasonable standards and conditions as imposed by the Manager, including the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, each Each Member also has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member, right to inspect and copy during normal business hours any of the Company’s books and records required to be maintained by the other Member, including (i) any the Certificate of the Company records described in the foregoing Section 5.2(a); (ii) the Articles of Organization Formation of the Company, any amendments theretoto the Certificate of Formation, and executed copies of any powers of attorney granted for the purpose of executing the such Articles or amendmentsCertificate of Formation; (iiiii) this Agreement and any amendments to this Agreement; (iviii) financial statements of the Company, if any, for the five (5) most recent Fiscal Years; and (viv) the written minutes of any meeting of the Management Committee or the Members and any written consents of the Manager Management Committee or the Members for actions taken without a meeting. (c) The Management Committee Representatives and Designated Managers shall also have the right to inspect any and all books and records of the Company also shall promptly furnish required to a Member a copy of any amendment be maintained hereunder by the Members for purposes reasonably related to the Articles of Organization their duties as Management Committee Representatives or this Agreement executed pursuant to a power of attorney from such MemberDesignated Managers. (d) Any request by a Each Member for documents or request to inspect or copy documents under this Section 5.2 (i) may be made by that Member or that Member’s agent or attorney; and (ii) shall be made in writing and shall state the purpose of such demand. (e) Notwithstanding any contrary provision of this Agreement, the Manager or officers of the Company designated by the Manager shall also have the right to keep confidential from inspect any and all books and records maintained by the Membersother Member in connection with in connection with an Archstone Residual Asset, Assumed Archstone Liability or administrative function or responsibility for such period of time which that other Member has been designated as the Manager deems reasonable, any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidentialDesignated Manager. (f) No Person who is not the Manager or Member shall have any information or inspection rights.

Access to Accounting and Other Records. The following provisions of this Section 6.2 shall supersede and act in lieu of the provisions of Section 18-305 of the Act: (a) Subject to such reasonable standards and conditions as imposed by the Manager, including but not limited to the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, upon Upon request of any Member for purposes reasonably related to the interest of that Person as a Member, the Company other Member shall promptly deliver or cause to be delivered to the requesting Member, at the expense of the Company, a copy of the following records, to the extent that such other Member is responsible hereunder for the maintenance of such records (i) a current list of the full name and last known address of each Member and the Capital Contributions and Units Proportionate Share held of record by each Member; (ii) a current list of the Management Committee Representatives and Designated Members; and (iiiii) the Company’s federal, state and local income tax returns and reports, if any, for each of its Fiscal Yearstaxable years. (b) Subject to such reasonable standards and conditions as imposed by the Manager, including the entering into of a nondisclosure or similar agreement as deemed appropriate by the Company, each Each Member also has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member, right to inspect and copy during normal business hours any of the Company’s books and records required to be maintained by the other Member , including (i) any the Certificate of the Company records described in the foregoing Section 5.2(a); (ii) the Articles of Organization Formation of the Company, any amendments theretoto the Certificate of Formation, and executed copies of any powers of attorney granted for the purpose of executing the such Articles or amendmentsCertificate of Formation; (iiiii) this Agreement and any amendments to this Agreement; (iviii) financial statements of the Company, if any, for the five (5) most recent Fiscal Years; and (viv) the written minutes of any meeting of the Management Committee or the Members and any written consents of the Manager Management Committee or the Members for actions taken without a meeting. (c) The Management Committee Representatives and Designated Members shall also have the right to inspect any and all books and records of the Company also shall promptly furnish required to a be maintained hereunder by any Member a copy of any amendment for purposes reasonably related to the Articles of Organization their duties as Management Committee Representatives or this Agreement executed pursuant to a power of attorney from such MemberDesignated Members. (d) Any request by a Each Member for documents or request to inspect or copy documents under this Section 5.2 (i) may be made by that Member or that Member’s agent or attorney; and (ii) shall be made in writing and shall state the purpose of such demand. (e) Notwithstanding any contrary provision of this Agreement, the Manager or officers of the Company designated by the Manager shall also have the right to keep confidential from inspect any and all books and records maintained by the Members, other Member in connection with in connection with any administrative function or responsibility for such period of time which that other Member has been designated as the Manager deems reasonable, any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidentialDesignated Member. (f) No Person who is not the Manager or Member shall have any information or inspection rights.