Books and Records; Financial Statements. Borrower will keep and maintain or will cause to be kept and maintained on a fiscal year basis in accordance with GAAP consistently applied proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower, and all items of income and expense in connection with the operation of the Properties or in connection with any services, equipment or furnishings provided in connection with the operation of the Properties, whether such income or expense be realized by Borrower or any other Person in connection with the Properties excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of any Properties for the purpose of occupying the same. Lender and its respective employees and agents shall have the right upon reasonable notice from time to time at all times during normal business hours to examine such books, records and accounts at the offices of Borrower or other Person maintaining such books, records and accounts and to make copies or extracts thereof as Lender, or its employees or agents shall desire. Lender shall also have the right upon reasonable notice and during normal business hours to conduct an audit of the books and records of Borrower, which audit may be performed by an independent certified public accountant selected and retained by Lender. If such audit is conducted by Lender subsequent to the occurrence of a default under any of the Loan Documents or if the results of such audit discloses a material discrepancy from the information previously provided by Borrower irrespective of whether or not such audit was conducted subsequent to the occurrence of a default under the Loan Documents, then the cost of such audit shall be borne by Borrower, shall be paid by the Borrower within ten (10) days after demand by Lender and shall constitute part of the Debt. The obligation of Borrower to pay the aforementioned audit costs pursuant to this paragraph shall be secured by the Mortgages and the
Books and Records; Financial Statements. We and our representatives shall, at all reasonable times, have the right to examine all of your books and records, provided, however that unless and until the occurrence of a Default, such examinations shall not occur more than once in any Contract Year. You agree to prepare and furnish to us within forty five (45) days after the close of each of your fiscal quarters, financial statements reviewed and in such form and detail as we may reasonably require. You also agree to have prepared, and to furnish to us within ninety (90) days after the close of each of your fiscal years, financial statements, in accordance with GAAP, which have been reviewed by an independent certified public accountant satisfactory to us.
Books and Records; Financial Statements. Mortgagor will keep and maintain or will cause to be kept and maintained on a fiscal year basis in accordance with generally accepted accounting principles consistently applied, proper and accurate books, records and accounts reflecting all of the financial affairs of Mortgagor and all items of income and expense in connection with the operation of the Mortgaged Property or in connection with any services, equipment or furnishings provided in connection with the operation of the Mortgaged Property, whether such income or expense be realized by Mortgagor or by any other person whatsoever excepting lessees unrelated to and unaffiliated with Mortgagor who have leased from Mortgagor portions of the Mortgaged Property for the purpose of occupying the same. Mortgagee shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Mortgagor or other person maintaining such books, records and accounts and to make copies or extracts thereof as Mortgagee shall desire. Mortgagor shall furnish to Mortgagee annually a copy of its accountant prepared Federal income tax return within thirty (30) days of filing, along with a current rent roll, real estate tax payment receipts, evidence of insurance and such other financial information as Mortgagee reasonably requires. Mortgagor shall furnish to Mortgagee accountant prepared fiscal year end financial statements on an annual basis within one hundred twenty (120) days of its fiscal year end. In the event Mortgagor’s tax return filing is on extension, then the tax return of Mortgagor shall be furnished to Mortgagee within ten (10) days of filing. Mortgagor shall furnish to Mortgagee annually an annual budget within thirty (30) days of its fiscal year end and an annual accounts receivable and accounts payable aging report within one hundred twenty (120) days of its fiscal year end. Mortgagor shall furnish to Mortgagee quarterly a management prepared financial statement and a covenant compliance certificate, in each case, within forty-five (45) days of the end of each calendar quarter.
Books and Records; Financial Statements. The Corporation shall keep at such office selected by the Board correct and complete copies of its Certificate of Incorporation and Bylaws, accounting records, and minutes of meetings of Members, Board, and committees having any of the authority of the Board. A Member, or the agent or attorney of a Member, may inspect all books and records for any proper purpose at any reasonable time. Upon request, the Corporation shall give the Member a statement showing the financial result of all operations and transactions affecting income and expenses during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
Books and Records; Financial Statements. 8.1 You and your representatives shall at all reasonable times have the right to examine all of our books and records. We agree to prepare and furnish you within forty-five (45) days after the close of each quarter, financial statements unaudited and in such form and detail as you may reasonably require. We also agree to have prepared, and to furnish to you within ninety (90) days after the close of our fiscal year, financial statements which have been audited by an independent certified public accountant suitable to you.
Books and Records; Financial Statements. (a) At all times during the continuance of the Company, the Company shall prepare and maintain separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company Business in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a certified copy of this Agreement and of the Certificate, shall at all times be maintained at the principal place of business of the Company. The books of account and the records of the Company shall be examined by and reported upon as of the end of each Fiscal Year by a firm of independent certified public accountants that shall be selected by the Board of Managers per Section 5.05 (the “Auditors”).
(b) The following financial information, prepared, in accordance with GAAP, together with an operating report in a form to be determined by the Board of Managers analyzing such information, shall be transmitted by the Company to each Member at the times hereinafter set forth:
(i) Within sixty (60) days after the close of each Fiscal Year, the following financial statements, examined, and certified to, by the Auditors:
(A) the balance sheet of the Company as of the close of such Fiscal Year;
(B) a statement of Company Net Profits and Net Losses for such Fiscal Year;
(C) a statement of the Company’s cash flows for such Fiscal Year; and
(D) a statement of such Member’s Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year.
(ii) Within sixty (60) days after the close of each Fiscal Year, a statement indicating such Member’s share of each item of Company income, gain, loss, deduction or credit for such Fiscal Year for income tax purposes.
(iii) As soon as available and in any event within forty (40) days after the end of each three-month period ended March 31, June 30 and September 30 of each Fiscal Year, balance sheets of the Company as of the end of such three-month period and statements of income and Company Net Profits and Net Losses for the period commencing at the end of the previous Fiscal Year and ending with the end of such three-month period, certified by the chief financial officer or treasurer of the Company.
(iv) As soon as practicable and in any event within twenty (20) days following the end of each calendar mon...
Books and Records; Financial Statements. (a) The Archway Parties acknowledge and agree that from and after the Closing, the Company will be entitled to the originals of all Books and Records. The Archway Representative will promptly cause to be delivered to the Company such originals or copies of all Books and Records. The Company will cooperate in all reasonable respects with the Archway Representative and, subject to Section 9.3, will make available to the Archway Representative, during normal business hours, the Books and Records that relate to the period preceding the Closing Date and that are necessary or useful in connection with any third-party tax inquiry, audit or similar investigation or any dispute or litigation; provided, however, that, from and after the final determination of the Final Net Working Capital, the Company will be entitled to destroy Books and Records in accordance with Buyer’s document retention policy in accordance with Buyer’s document retention policy applicable to it and its subsidiaries generally; and provided further that the Company shall maintain copies Tax Returns and related Books and Records until expiration of applicable statute of limitations notwithstanding that any shorter period may be contemplated by Buyer’s document retention policy.
(b) At Buyer’s expense, the Archway Parties agree to cooperate with Buyer in connection with the preparation of (i) any additional interim period historical financial statements (“Additional Interim Financials”, together with the Financial Statements, the “Company Financial Statements”) for the Company that are required to be filed by the Securities and Exchange Commission (the “SEC”), under securities laws applicable to Buyer and its Affiliates, including the filing by Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Nexeo Solutions Holdings”), with the SEC of one or more registration statements to register any securities of Nexeo Solutions Holdings or its Affiliates under the Securities Act of 1933, as amended (the “Securities Act”), or of any report required to be filed by Nexeo Solutions Holdings or its Affiliates under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, together with the Securities Act and the rules and regulations promulgated under such acts, the “Securities Laws”) (collectively, the “Filings”) and cause the independent auditor of the Company that conducted the audit of the Financial Statements (“Company’s Auditor”) to review such Additional Interim Financial...
Books and Records; Financial Statements. The Mortgagor will keep and maintain full, true and accurate books of account adequate to reflect correctly the results of the operation of the Mortgaged Property, all of which books and records relating thereto shall be open to inspection by the Mortgagee or its representative during normal business hours.
Books and Records; Financial Statements. (a) At all times during the continuance of the Company, the Company shall maintain separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company Business in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a complete and correct copy of this Agreement and of the Articles, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representatives for any purpose reasonably related to such Member's interest in the Company. The books of account and the records of the Company shall be examined by and reported upon as of the end of each Fiscal Year by a firm of independent certified public accountants that shall be selected by the Members Committee from among the five largest U.S. accounting firms (the "Auditors"). Any Member shall have the right to have a private audit of the Company books and records conducted at reasonable times and after reasonable advance notice to the Company for any purpose reasonably related to such Member's interest in the Company, but any such private audit shall be at the expense of the Member desiring it, and it shall not be paid for out of Company funds. Such private right to audit the books and records of the Company shall also include the right to audit and make recommendations regarding the internal control systems, policies and procedures and compliance therewith of the Company.
(b) The President, Chief Financial Officer, Treasurer or Controller shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and the following financial information, prepared, in the case of (i)(A), (i)(B) and (i)(C) below in accordance with GAAP, and in the case of (i)(A), on an accrual basis, together with an operating report in a form to be determined by the Members Committee analyzing such information, shall be transmitted by the President, Chief Financial Officer, Treasurer or Controller to each Member at the times hereinafter set forth:
(i) Within 60 days after the close of each Fiscal Year, the following financial statements, examined by and certified to by the Auditors:
(A) the balance she...
Books and Records; Financial Statements. The Corporation shall keep at its registered office correct and complete copies of its Articles of Incorporation and Bylaws, accounting records, and minutes of meetings of Members, board of directors, and committees having any of the authority of the board of directors. A Member or Adjunct Member, or the agent or attorney of a Member or Adjunct Member, may inspect all books and records and voting agreements for any proper purpose at any reasonable time. Upon request, the Corporation shall give the Member or Adjunct Member a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
