Books and Reports. SECTION 11.1 The Operating Managers shall cause the Company to maintain the following records:
A. Complete and accurate books of account, in which shall be entered, fully and accurately, each and every transaction of the Company, shall be kept by the Operating Managers at the principal office of the Company. The fiscal year of the Company shall be the calendar year. The books of account of the Company shall be kept in accordance with sound accounting practices and principles applied in a consistent manner by the Company; provided, however, that all methods of accounting and treating particular transactions shall be in accordance with the methods of accounting employed for Federal income tax purposes. All determinations by the Operating Managers with respect to the treatment of any item or its allocation for Federal, state or local tax purposes shall be binding upon all the Members unless the determination is inconsistent with any express provision of this Agreement.
B. A current list of the full name and last known mailing address of each Member set forth in alphabetical order together with the contribution and share in profits and losses of each Member; a copy of the Articles of Organization of the Company and any amendments thereto; a copy of the Company Operating Agreement and any amendments thereto; a copy of the Company’s federal, state and local income tax returns for the three most recent fiscal years.
C. Any Member shall have the right from time to time at his expense to have his accountants and representatives examine and/or audit the books and records of the Company and the information referred to in this Section, and the Operating Managers will make such books and records and information available for such examinations and/or audits.
SECTION 11.2 No value shall be placed for any purpose upon the Company name or the right to its use, or upon the goodwill of the Company or its business. Upon termination or dissolution of the Company (without reconstitution thereof) as provided in this Agreement, neither the Company name or the right to its use, nor the goodwill of the Company, shall be considered as an asset of the Company.
SECTION 11.3 The Operating Managers will cause to be sent to the Members within a reasonable period after the close of each year the following: (a) annual statements of the Company’s gross receipts and operating expenses, and the capital accounts of each Member, prepared by the Company’s independent public accountants, to be tr...
Books and Reports. For the protection of Lessee, Lessor shall maintain books of accounts which shall be open to Lessee and its representatives at all reasonable times so that Lessee can determine that such Real Estate Taxes have, in fact, been paid or incurred. Lessee’s representatives shall mean only (i) Lessee’s employees or (ii) a Certified Public Accounting firm. At Lessor’s request, Lessee shall execute a confidentiality agreement reasonably acceptable to Lessor and Lessee prior to any examination of Lessor’s books and records. In the event Lessee disputes any one or more of said charges, Lessee shall attempt to resolve such dispute with Lessor, provided that if such dispute shall not be satisfactorily settled between Lessor and Lessee, the dispute shall be referred by either party to an independent certified public accountant to be mutually agreed upon, the cost of which shall be divided equally between the parties, or if such an accountant cannot be agreed upon, the American Arbitration Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, who shall jointly share any cost of such arbitration. Pending resolution of said dispute Lessee shall pay to Lessor the sum so billed by Lessor subject to its ultimate resolution as aforesaid.
Books and Reports. Property Manager agrees that it shall, during the term of this Agreement, in accordance with the provisions hereof:
(a) Maintain, at the office of Property Manager, a comprehensive system of office records, books and accounts relating to the income, expenses and operations of the Properties based on the property management system utilized by Property Manager from time to time. Property Manager shall maintain such records, books and accounts in accordance with generally accepted accounting principles, as in effect from time to time. Each Owner and those designated by each Owner shall have access to such office records, books and accounts and to all vouchers, files and other material relating to the Properties and maintained pursuant to this Agreement. All such records shall relate solely to the Properties and shall be separate and distinct from any other records maintained by Property Manager not relating to the Properties. Each Owner shall exercise its rights of inspection hereunder after reasonable notice and solely during normal business hours and shall do so in such a manner so as not to unreasonably interfere with the operations of Property Manager.
(b) Deliver to each Owner, in accordance with the requirements set forth in Schedule 1 attached hereto and made a part hereof, on or before (i) forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, and (ii) ninety (90) days after the end of each Fiscal Year during the term hereof, commencing with the fiscal quarter immediately succeeding the fiscal quarter in which the term of this Agreement shall commence, the reports identified on Schedule 1. Such reports shall be made on an accrual basis.
(c) Deliver to each Owner all financial information concerning the applicable Property that the Owner may reasonably require to prepare its tax returns.
(d) In the event of the termination of this Agreement, whether by normal expiration or otherwise, within the applicable time period set forth herein, deliver to each Owner both a quarterly report and a year-to-date report, each covering that portion of the relevant time period which is included within the term hereof, prior to such termination.
Books and Reports. Landlord will maintain books of account which, provided that Tenant has not breached this Lease, will be open to Tenant and its representatives at all reasonable times so that Tenant can determine that such Operating, Utility and Energy, Insurance and Real Estate Tax Costs have, in fact, been paid or incurred. Tenant’s representatives will mean only (i) Tenant’s employees or (ii) a Certified Public Accounting firm, and neither Tenant’s employees nor any Certified Public Accounting firm will be permitted to perform such inspection and/or audit on a contingency basis or for any other tenant in the Building. At Landlord’s request, Tenant and/or Tenant’s Certified Public Accounting firm will execute a confidentiality agreement reasonably acceptable to Landlord prior to any examination of Landlord’s books and records. In the event Tenant disputes any one or more of such charges, Tenant will attempt to resolve such dispute with Landlord, provided that if such dispute is not satisfactorily settled between Landlord and Tenant within thirty (30) days, then upon request of either party, the dispute will be referred to an independent certified public accountant to be mutually agreed upon to arbitrate the dispute, and if such an accountant cannot be agreed upon, the American Arbitration Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, who will jointly share any cost of such arbitration. Pending resolution of the dispute, the Tenant will pay to Landlord the sum so billed by Landlord, subject to its ultimate resolution as set forth above. The arbitration mechanism set forth above shall be the sole process available to resolve such disputes.
Books and Reports. Landlord will maintain books of account which, provided that Tenant has not breached this Lease, will be open to Tenant and its representatives at all reasonable times so that Tenant can determine that such Operating, Insurance and Real Estate Tax Costs have, in fact, been paid or incurred. Tenant’s representatives will mean only (i) Tenant’s employees or (ii) a Certified Public Accounting firm, and neither Tenant’s employees nor any Certified Public Accounting firm will be permitted to perform such inspection and/or audit on a contingency basis or for any other tenant in the Building. At Landlord’s request, Tenant and/or Tenant’s Certified Public Accounting firm will execute a confidentiality agreement reasonably acceptable to Landlord prior to any examination of Landlord’s books and records. In the event Tenant disputes any one or more of such charges, Tenant will attempt to resolve such dispute with Landlord, provided that if such dispute is not satisfactorily settled between Landlord and Tenant within thirty (30) days, then upon request of either party, the dispute will be referred to an independent certified public accountant to be mutually agreed upon to arbitrate the dispute, and if such an accountant cannot be agreed upon, the American Arbitration Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, who will jointly share any cost of such arbitration. Pending resolution of the dispute, the Tenant will pay to Landlord the sum so billed by Landlord, subject to its ultimate resolution as set forth above or Landlord will either return the difference or credit the difference against next succeeding payment(s) of Additional Rent. The arbitration mechanism set forth above shall be the sole process available to resolve such disputes.
Books and Reports. Borrower shall maintain a proper accounting system, and furnish the reports specified below to Lender, in form and detail satisfactory to the Lender (in each case, such reports shall be certified by an authorized individual on behalf of the Borrower):
i. If applicable, a rent roll of the Property delineating, among other things, rental delinquencies and receivables, certified by the Borrower dated as of the end of each calendar month, which shall be due no later than the fifteenth (15th) day of each succeeding month.
ii. Annual CPA reviewed financial statements, prepared by an independent certified public accountant, dated as of December 31st and which will be due not later than March 31 of the following year (or 90 days following the end of the fiscal year if different), which financial statements shall include a balance sheet and statement of income and expenses.
iii. Personal financial statements of each Guarantor or Key Principal (herein defined as any individual or partner with an interest of 10% or greater) in form, substance and detail acceptable to Lender to be delivered within thirty (30) days of the request, together with such other information from time to time requested by Lender.
iv. Copy of the annual Federal Tax Return of the Borrower and each Guarantor, together with all exhibits and schedules thereto, which shall be due no later than fifteen (15) days of the date filed, but in any event no later than November 1 of each year for the previous year.
v. If requested, any annual budgetary financial projections (balance sheet, income statement, cash flow statements) for the Borrower for the next calendar year.
vi. If requested, any monthly or quarterly financial reports (balance sheet, income/expense statement, cash flow statements, bank statements, leasing activity report, aged payables or receivables) for the Borrower for the most recent period, which shall be due no later than fifteen (15) days after the end of such period.
Books and Reports. Tax Matters;
Books and Reports. For the protection of Lessee, Lessor shall maintain books of account which, together with the back-up materials thereto, shall be open to Lessee and its representatives at all reasonable times so that Lessee can determine that such Operating, Utility and Energy and Real Estate Tax Costs have, in fact, been paid or incurred. Lessee's representatives shall not (i) perform such inspection and/or audit on a contingency basis, or (ii) perform such an inspection and/or audit for any other tenant in the Building. At Lessor's request, Lessee shall execute a confidentiality agreement reasonably acceptable to Lessor prior to any examination of Lessor's books and records. In the event Lessee disputes any one or more of said charges, Lessee shall attempt to resolve such dispute with Lessor, provided that if such dispute shall not be satisfactorily settled between Lessor and Lessee, the dispute shall be referred by either party to an independent certified public accountant to be mutually agreed upon, and if such an accountant cannot be agreed upon, The American Arbitration Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, who shall jointly share any cost of such arbitration. If the arbitrator determines that Lessor has overstated the disputed sum by more than five percent (5%), then Lessor shall pay the entire cost of the arbitration. Pending resolution of said dispute the Lessee shall pay to Lessor the sum so billed by Lessor subject to its ultimate resolution as aforesaid. The parties agree to make any adjustment to such Operating, Utility and Energy and Real Estate Tax Costs payments determined to be necessary as a result of such review by Lessee and/or arbitration.
Books and Reports. For the protection of Lessee, Lessor shall maintain books of account which shall be open to Lessee and its representatives at all reasonable times so that Lessee can determine that such Operating Costs, Real Estate Taxes and Insurance Costs have, in fact, been paid or incurred. Lessee's representatives shall mean only: (i) Lessee's employees; or (ii) a Certified Public Accounting firm, and neither Lessee's employees nor any Certified Public Accounting firm shall be permitted to (A) perform such inspection and/or audit on a contingency basis, or (B) perform such an inspection and/or audit for any other lessee in the Building. At Lessor's request, Lessee shall execute a confidentiality agreement reasonably acceptable to Lessor prior to any examination of Lessor's books and records. In the event Lessee disputes any one or more of said charges, Lessee shall attempt to resolve such dispute with Lessor, provided that if such dispute shall not be satisfactorily settled between Lessor and Lessee, the dispute shall be referred by either party to an independent certified public accountant to be mutually agreed upon, and if such an accountant cannot be agreed upon, The American Arbitration Association (or successor thereto) may be asked by either party to select an arbitrator,
Books and Reports. Section 7.1 Books and Records; Accounting 11 Section 7.2 Form K-l 11 Section 7.3 Tax Matters Partner 11 Section 8.1 Exculpation 12 Section 8.2 Indemnification 12 Section 8.3 Survival 13 Section 8.4 Amendments 13
