Common use of Books and Records and Inspection Clause in Contracts

Books and Records and Inspection. (a) The Managing Member shall cause the Company to keep and shall cause the Administrator to maintain, full and accurate books of account, financial records and supporting documents that reflect, completely, accurately and in reasonable detail in all material respects, each transaction of the Company and such other matters as are usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company and all statements and documents required by the Guidance (including, but not limited to, energy production information and financial and accounting records sufficient to demonstrate that the Grant was properly obtained in accordance with the Guidance and any other documents needed to comply with the Guidance maintenance and access to records, requirements and documents needed for the completion of annual project performance reports (including information regarding annual energy production and number of jobs retained) and recapture certification). The books of account, financial records, and supporting documents and the other documents and writings of the Company shall be kept and maintained by the Administrator at the principal office of the Company. The financial records and reports of the Company and the Project Company shall be kept on an accrual basis and kept in accordance with GAAP. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member shall cause the Company to keep and shall cause the Administrator to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements until the applicable statute of limitations expires with respect to the Company tax year to which such information and financial statements relate; (ii) promptly after becoming available, a copy of the Company’s and, if applicable, the Project Company’s federal, state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members; (iv) a current list of the name and last known business, residence or mailing address of each Member and the Administrator; (v) a copy of this Agreement and the Company’s Certificate of Formation, and all amendments thereto, the Project Company’s operating agreement and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Company. (c) Upon receiving reasonable prior notice to the Managing Member, all books and records of the Company and the Project Company shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company, provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bloom Energy Corp), Limited Liability Company Agreement (Bloom Energy Corp), Limited Liability Company Agreement (Bloom Energy Corp)

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Books and Records and Inspection. (a) The Managing Member shall cause the Company to keep and shall cause the Administrator to maintain, full and accurate books of account, financial records and supporting documents that reflect, completely, accurately and in reasonable detail in all material respects, each transaction of the Company and such other matters as are usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company and all statements and documents required by the Guidance (including, but not limited to, energy production information and financial and accounting records sufficient to demonstrate that the Grant was properly obtained in accordance with the Guidance and any other documents needed to comply with the Guidance maintenance and access to records, requirements and documents needed for the completion of annual project performance reports (including information regarding annual energy production and number of jobs retained) and recapture certification). The books of account, financial records, and supporting documents and the other documents and writings of the Company shall be kept and maintained by the Administrator at the principal office of the Company. The financial records and reports of the Company and the Project Company shall be kept on an accrual basis and kept in accordance with GAAP. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member shall cause the Company to keep and shall cause the Administrator to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements until the applicable statute of limitations expires with respect to the Company tax year to which such information and financial statements relate;; [***] Confidential Treatment Requested (ii) promptly after becoming available, a copy of the Company’s and, if applicable, the Project Company’s federal, state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members; (iv) a current list of the name and last known business, residence or mailing address of each Member and the Administrator; (v) a copy of this Agreement and the Company’s Certificate of Formation, and all amendments thereto, the Project Company’s operating agreement and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Company. (c) Upon receiving reasonable prior notice to the Managing Member, all books and records of the Company and the Project Company shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company, provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bloom Energy Corp), Limited Liability Company Agreement (Bloom Energy Corp), Limited Liability Company Agreement (Bloom Energy Corp)

Books and Records and Inspection. (a) The Managing Member shall cause the Company to keep and shall cause cause, on behalf of the Administrator Company, the Manager to maintain, full and accurate books of account, financial records and supporting documents that documents, which shall reflect, completely, accurately and in reasonable detail in all material respects, respects each transaction of the Company and such other matters as are usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company and all statements and documents required by the Guidance (including, but not limited to, energy production information and financial and accounting records sufficient to demonstrate that the Grant was properly obtained in accordance with the Guidance and any other documents needed to comply with the Guidance maintenance and access to records, requirements and documents needed for the completion of annual project performance reports (including information regarding annual energy production and number of jobs retained) and recapture certification)Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company shall be kept and maintained by the Administrator Manager at the principal office of the Company. The financial records and reports of the Company and the Project Company shall be kept in accordance with GAAP and kept on an accrual basis and kept in accordance with GAAPbasis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member shall cause the Company to keep and shall cause cause, on behalf of the Administrator Company, the Manager to maintain at the Company’s 's principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements until for the applicable statute of limitations expires with respect to the Company tax year to which such information and financial statements relate3 most recent years; (ii) promptly after becoming available, a copy of the Company’s and, if applicable, the Project Company’s 's federal, state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the MembersMembers and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each Member and the AdministratorManager; (v) a copy of this Agreement and the Company’s Certificate of Formation, and all amendments thereto, the Project Company’s operating agreement and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member;; and (vii) copies of records that would enable a Member to determine the Member’s 's relative shares of the Company’s 's distributions and the Member’s 's relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Companyright. (c) Upon receiving reasonable at least 5 Business Days prior notice to the Managing Member, all books and records of the Company and the Project Company shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s 's expense, for any purpose reasonably related to such Member’s 's interest in the Company, provided provided, that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s 's business.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ormat Technologies, Inc.), Agreement for Purchase of Membership Interests (Ormat Technologies, Inc.)

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Books and Records and Inspection. (a) The Managing Member shall cause the Company to keep and shall cause the Administrator to maintain, full and accurate books of account, financial records and supporting documents that reflect, completely, accurately and in reasonable detail in all material respects, each transaction of the Company and such other matters as are usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company and all statements and documents required by the Guidance (including, but not limited to, energy production information and financial and accounting records sufficient to demonstrate that the Grant was properly obtained in accordance with the Guidance and any other documents needed to comply with the Guidance maintenance and access to records, requirements and documents needed for the completion of annual project performance reports (including information regarding annual energy production and number of jobs retained) and recapture certification)) and as required by this Agreement and the Repurchase Agreement. The books of account, financial records, and supporting documents and the other documents and writings of the Company shall be kept and maintained by the Administrator Managing Member at the principal office of the Company. The financial records and reports of the Company and the Project Company shall be kept on an accrual basis and kept in accordance with GAAP.. DM_US 159585344-17.085887.0029 (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member shall cause the Company to keep and shall cause the Administrator to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements until the applicable statute of limitations expires with respect to the Company tax year to which such information and financial statements relate; (ii) promptly after becoming available, a copy of the Company’s and, if applicable, the Project Company’s federal, state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members; (iv) a current list of the name and last known business, residence or mailing address of each Member and the Administrator; (v) a copy of this Agreement and the Company’s Certificate of Formation, and all amendments thereto, the Project Company’s operating agreement and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Company. (c) Upon receiving reasonable prior notice to the Managing Member, all books and records of the Company and the Project Company shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company, provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bloom Energy Corp)

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