Common use of Books, Records and Financial Statements Clause in Contracts

Books, Records and Financial Statements. (a) The Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and 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. (b) The Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as reasonably practicable and in no event later than sixty days after the close of each Fiscal Year: (i) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated statement of Profits and Losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (v) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarter, the Company shall prepare and provide to each Member an unaudited consolidated balance sheet of the Company with respect to such quarter, a consolidated statement of the profits and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Company. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement Agreement, its Exhibits and Schedules, the ArticlesCertificate of Formation, copies of the Company’s federal, state and local tax returns and reports, if any, for the three most recent years and financial statements of the Company for the three most recent years shall at all times be maintained at the principal place of business of the Company and shall be open to inspection available for inspection, examination and examination copying at reasonable times by each Member and its duly authorized representatives for any purpose reasonably related to such Member's ’s interest in the Company. Any Member requesting access to books and records of the Company shall reimburse the Company for any costs reasonably incurred by it in connection therewith. (b) The Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its SubsidiariesCompany. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited in accordance with GAAS and certified to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as reasonably practicable and in no event later than sixty fifty (50) days after the close of each Fiscal Year: (i) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated statement of Profits profits and Losses losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's ’s cash flows during such Fiscal Year; and (viv) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 extent that it can be produced without unreasonable burden or expense (or any corresponding schedule to any successor form) for such Fiscal Yearin the good faith judgment of the Company CEO), a reconciliation of net income and equity into IFRS. (c) Within thirty days after Following the end of each fiscal quarterof the Company’s Fiscal Quarters, the Company shall prepare and provide to each Member, as soon as reasonably practicable and in no event later than thirty (30) days after the close of each Fiscal Quarter, in order to permit each Member to comply with its public reporting requirements: (i) an unaudited consolidated balance sheet of the Company with respect to such quarterFiscal Quarter, a consolidated (ii) an unaudited statement of the profits and losses of the Company for such quarter and a consolidated Fiscal Quarter, (iii) an unaudited statement of cash flows during such quarter, Fiscal Quarter (each of which items (i) through (iii) shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods), (iv) to the extent it can be produced without unreasonable burden or expense (in the good faith judgment of the Company CEO), an update of the reconcilitation of net income and certified equity into IFRS for such Fiscal Quarter and (v) a discussion of the results of operations of the Company for such Fiscal Quarter, in substantially the format determined by the chief Company Board. To the extent that the Company cannot provide final financial officer of statements with respect to any Fiscal Quarter on a reasonably timely basis for a Member to comply with its reporting obligations, the CompanyCompany shall provide estimates on a reasonably timely basis to permit such compliance. (d) During The Company shall promptly inform each Member of any material event or development not reflected in the term Company’s financial information delivered as provided above in order to enable such Member to timely make an assessment of this Agreement (subject such Member’s disclosure obligations with respect to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requestedevent or development.

Books, Records and Financial Statements. (a) The At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries business in accordance with GAAP generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and of the ArticlesCertificate, 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 representative 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 selected by the Board. 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. (b) The Officers Board shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The the following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, documents shall be transmitted by the Company Board to each Member as soon as reasonably practicable and in no event later than sixty days after holding 5% or more of the close of each Fiscal Yearoutstanding Voting Units at the times hereinafter set forth: (i) as soon as available and in any event within 95 days after the consolidated end of each Fiscal Year of the Company, a balance sheet of the Company as of the beginning and close end of such Fiscal Year and the related statements of income and cash flows of the Company for such Fiscal Year, all reported on by such independent public accountants of nationally recognized standing as the Board shall select; (ii) the consolidated statement of Profits as soon as available and Losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (v) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or in any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty event within 50 days after the end of each fiscal quarterof the first three quarters of each Fiscal Year of the Company, the Company shall prepare and provide to each Member an unaudited consolidated a balance sheet of the Company with respect to such quarter, a consolidated statement as of the profits end of such quarter and losses the related statements of income and cash flows of the Company for such quarter and a consolidated statement of cash flows during quarter; and (iii) such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief other financial officer reports of the CompanyCompany or any Subsidiary that the Company or any Subsidiary is required to deliver to its senior lender, within 5 days after such financial reports are required to be delivered to such senior lender. (dc) During the term of this Agreement (subject All information contained in any statement or other document distributed to applicable law any Member pursuant to Section 9.1(b) hereof shall be deemed accurate, binding and Section 15.10), conclusive with respect to such Member unless written objection is made thereto by such Member to the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford within 20 business days after the officers, employees and agents receipt of each of the such statement or other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish document by such Persons with all financial, operating and other data and information as may be reasonably requestedMember.

Books, Records and Financial Statements. (a) The At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries business in accordance with GAAP generally accepted accounting principles 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 ArticlesCertificate, 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 accounts selected by the Members. Each 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. (b) The Officers Manager shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The the following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, documents shall be transmitted by the Company Manager to each Member as soon as reasonably practicable and in no event later than sixty the Members at the times hereinafter set forth: (i) Within one hundred fifty (150) days after the close of each Fiscal Year, the following financial statements: (i1) the consolidated a balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii2) the consolidated a statement of Company Profits and Losses for such Fiscal Year; (iii3) a statement of each such Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (v4) a statement of any distributions to the Member made during the relevant period as described in Section 6.4. (ii) Within one hundred fifty (150) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after In addition to the end of each fiscal quarterinformation required by Section 7.1(b), the Company Manager shall prepare and provide the following information to each Member an unaudited consolidated balance sheet upon demand therefor: (i) True and full information regarding the status of the business and financial condition of the Company; (ii) Promptly after becoming available, a copy of the Company's federal, state and local income tax returns for such Fiscal Year; (iii) A current list of the name and last known business or mailing address of each Member and the Manager; (iv) A copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and any certificate and all amendments thereto have been executed; (v) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member; and (vi) Other information regarding the affairs of the Company with respect to such quarter, a consolidated statement of the profits as is just and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Companyreasonable. (d) During All information contained in any statement or other document distributed to the term of this Agreement (subject Members pursuant to applicable law subsection 7.1(b) shall be deemed accurate, binding and Section 15.10), conclusive with respect to such Member unless written objection is made thereto by any Member to the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford within twenty (20) Business Days after the officers, employees and agents receipt of each of the such statement or other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish document by such Persons with all financial, operating and other data and information as may be reasonably requestedMember.

Books, Records and Financial Statements. (a) The Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the ArticlesCertificate, 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 Class A Member and its duly authorized representatives for any proper purpose reasonably related to such Member's interest in the Company. (b) The Manager or duly appointed Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its SubsidiariesCompany. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company to each Class A Member as soon as reasonably practicable and in no event later than sixty days after the close of each Fiscal Year: (i) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated statement of Profits profits and Losses losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year;; and (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and. (vc) The Company shall prepare in accordance with United States federal income tax principles and transmit to each Member as soon as reasonably practicable after the close of each Fiscal Year a statement indicating such Member's share of each item of the Company income, gain, loss, deduction or credit for such Fiscal Year for income tax purposes, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarter, the Company shall prepare and provide to each Member an unaudited consolidated balance sheet of the Company with respect to such quarter, a consolidated statement of the profits and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Company. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (ai) The At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries Business in accordance with GAAP generally accepted accounting principles consistently appliedapplied (“GAAP”), 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 ArticlesCertificate, 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 representative for any purpose reasonably related to such Member's ’s interest in the Company. (bii) The Officers Management Committee shall prepare and maintain, or shall cause to be prepared and maintained, the books of account of the Company. Not later than twenty (20) Business Days after the close of each calendar month during the term of the Company, the Management Committee shall prepare (or shall cause to be prepared) in accordance with generally accepted accounting principles consistently applied, financial statements (including balance sheets, income statements and statements of cash flows) fairly presenting the financial position, results of operations and changes in financial position of the Company and its Subsidiaries. as of the end of such calendar month or, in the case of calendar months which end coincident with the end of a calendar quarter, such calendar quarter. (iii) The following financial information, information shall be prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company Management Committee to each Member as soon as reasonably practicable and in no event later than sixty days within two (2) months after the close of each Fiscal Year: (ia) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (iib) the consolidated statement of Profits and Losses Company income or losses for such Fiscal Year; (iiic) a statement of each the Company’s cash flows for such Fiscal Year; (d) statement of such Member's ’s Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (ve) a statement indicating such Member's ’s share of each item of Company income, gain, loss, deduction or credit for such Fiscal Year for income tax purposes, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarter, the Company shall prepare and provide to each Member an unaudited consolidated balance sheet of the Company with respect to such quarter, a consolidated statement of the profits and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Company. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The 10.1.1 At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this AgreementCompany's business. Such books of account, together with a copy of this Agreement and of the ArticlesCertificate, 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 representative 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 selected by the Managers. (b) 10.1.2 The Officers Managers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The shall use their best efforts to cause the following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified documents to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as reasonably practicable and in no event later than sixty days at the times hereinafter set forth: (a) Within four months after the close of each Fiscal Year, the following financial information: (i) the consolidated an audited balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated an audited statement of Profits and Losses operations of the Company for such Fiscal Year; (iii) a statement of each such Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year;; and (iv) a consolidated statement showing the Store Level Cash Flow (as defined in the confidential private placement memorandum of the Company's cash flows during such Company and Bagel Corp. dated December 13, 1995 and the supplement thereto dated January 31, 1996) of each of the Area Developers in which the Company has an equity investment, based upon information received by the Company from the Area Developers. (b) Within three months after the close of each Fiscal Year; and (v) , 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, which . 10.1.3 All information contained in any statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule other document distributed to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarterMember pursuant to Section 10.1.2 shall be deemed accurate, the Company shall prepare binding and provide to each Member an unaudited consolidated balance sheet of the Company conclusive with respect to such quarter, a consolidated statement of the profits and losses of Member unless written objection is made thereto by such Member to the Company for within 20 business days after the receipt of such quarter and a consolidated statement of cash flows during or other document by such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the CompanyMember. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the ArticlesCertificate, 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 Class A Member and its duly authorized representatives for any proper purpose reasonably related to such Member's interest in the Company. (b) The Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its SubsidiariesCompany. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company to each Class A Member as soon as reasonably practicable and in no event later than sixty days after the close of each Fiscal Year: (i) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated statement of Profits profits and Losses losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year;; and (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and. (vc) The Company shall prepare in accordance with United States federal income tax principles and transmit to each Member as soon as reasonably practicable after the close of each Fiscal Year a statement indicating such Member's share of each item of the Company income, gain, loss, deduction or credit for such Fiscal Year for income tax purposes, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarter, the Company shall prepare and provide to each Member an unaudited consolidated balance sheet of the Company with respect to such quarter, a consolidated statement of the profits and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Company. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The Company Manager shall at all times maintain, at its principal place of business, separate keep or cause to be kept full and complete books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books records of account, together with which shall accurately and completely reflect each transaction of the Company. All such books and records and all leases and contracts and agreements to which the Company is a copy of this Agreement and the Articles, party shall at all times be kept and maintained at the principal place office of business the Property Manager. The books and records of the Company and shall be open to inspection and examination at by the Members and their representatives, upon reasonable times by each Member and its duly authorized representatives for any purpose reasonably related to such Member's interest in prior written notice, during regular business hours. Manager shall cause the Company. (b) The Officers shall prepare ’s books and maintain, or cause records to be prepared and maintained, the books of account of the Company and its Subsidiaries. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as closed reasonably practicable and in no event later than sixty days promptly after the close end of each Fiscal Year: (i) . Manager shall require that the consolidated balance sheet of Accountants prepare and submit to the Company as of and Aetna (a) not later than one hundred-twenty (120) days after the beginning and close end of such Fiscal Year; (ii) , annual audited financial statements for the consolidated Company, which statements shall include a statement of Profits profits and Losses losses for such Fiscal Year; (iii) , a balance sheet as of the last day of such Fiscal Year, a cash flow statement for such Fiscal Year and a statement of each Member's ’s Capital Account as of Account, (b) not later than the close of such Fiscal Yeartenth (10th) day after receipt by Manager, and changes therein during such Fiscal Year; (iv) a consolidated statement of bank statements for the Company's cash flows during such Fiscal Year; and (v) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. month; (c) Within thirty not later than forty-five (45) days following each fiscal quarterly period, internally prepared financial statements for such quarter in a form reasonably approved by Aetna, and (d) on or before the ninetieth (90) day after the end of each fiscal quarterFiscal Year, copies of the Company’s tax return, and such other information respecting the Company shall prepare (including Form K-l and provide a form 1065) as may be required to enable each Member an unaudited consolidated balance sheet to complete properly its federal income tax return and any income tax return of any state and any other reporting or filing requirement imposed by any governmental authority. The costs and expenses of such statements and preparation of tax returns shall be borne by the Company. The actual filing of all tax returns shall be timely made on behalf of the Company with respect to such quarter, a consolidated statement by Manager. The determination of the profits and losses of whether the Company should make available elections for such quarter and a consolidated statement of cash flows during such quarter, each of which tax purposes shall be prepared made by Manager, subject in accordance with GAAP, applied on a basis consistent with all respects to the prior periods, and certified by the chief financial officer reasonable approval of the CompanyAetna. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The X.1.1 At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this AgreementCompany's business. Such books of account, together with a copy of this Agreement and of the ArticlesCertificate, 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 representative 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 selected by the Managers. (b) X.1.2 The Officers Managers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The shall use their best efforts to cause the following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified documents to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as reasonably practicable and in no event later than sixty days at the times hereinafter set forth: (a) Within four months after the close of each Fiscal Year, the following financial information: (i) the consolidated an audited balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated an audited statement of Profits and Losses operations of the Company for such Fiscal Year; (iii) a statement of each such Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year;; and (iv) a consolidated statement showing the Partnership Value (as defined in the Bagel Partners Partnership Agreement), based upon information received by the Company from Bagel Partners. (b) As soon as reasonably practicable after the close of each Fiscal Quarter, the following Financial Information: (i) an unaudited interim statement of operations of the Company's cash flows during Company as of the beginning and close of such Fiscal YearQuarter; (ii) all reports and other information provided the Company pursuant to Section 8.2. of the Bagel Partners Partnership Agreement; and (viii) a statement of such Member's Capital Account as of the close of such Fiscal Quarter, and changes therein, if any, during such Fiscal Quarter. (c) Within three months 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, which . X.1.3 All information contained in any statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule other document distributed to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarterMember pursuant to Section 10.1.2 shall be deemed accurate, the Company shall prepare binding and provide to each Member an unaudited consolidated balance sheet of the Company conclusive with respect to such quarter, a consolidated statement of the profits and losses of Member unless written objection is made thereto by such Member to the Company for within 20 business days after the receipt of such quarter and a consolidated statement of cash flows during or other document by such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the CompanyMember. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

Books, Records and Financial Statements. (a) The At all times during the continuance of the Company, the Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries 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 and its Subsidiaries business in accordance with GAAP generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and of the ArticlesCertificate, 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 representative 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 selected by the Board. 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. (b) The Officers Board shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The the following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, documents shall be transmitted by the Company Board to each Member as soon as reasonably practicable and in no event later than sixty days after holding 10% or more of the close of each Fiscal Yearoutstanding Voting Units at the times hereinafter set forth: (i) as soon as available and in any event within 120 days after the consolidated end of each Fiscal Year of the Company, a balance sheet of the Company as of the beginning and close end of such Fiscal Year and the related statements of income and cash flows of the Company for such Fiscal Year, all reported on by such independent public accountants of nationally recognized standing as the Board shall select; (ii) the consolidated statement of Profits as soon as available and Losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (v) 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, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or in any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty event within 60 days after the end of each fiscal quarterof the first three quarters of each Fiscal Year of the Company, the Company shall prepare and provide to each Member an unaudited consolidated a balance sheet of the Company with respect to such quarter, a consolidated statement as of the profits end of such quarter and losses the related statements of income and cash flows of the Company for such quarter and a consolidated statement of cash flows during quarter; and (iii) such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief other financial officer reports of the CompanyCompany or any Subsidiary that the Company or any Subsidiary is required to deliver to its senior lender, within 5 days after such financial reports are required to be delivered to such senior lender. (dc) During the term of this Agreement (subject All information contained in any statement or other document distributed to applicable law any Member pursuant to Section 9.1(b) hereof shall be deemed accurate, binding and Section 15.10), conclusive with respect to such Member unless written objection is made thereto by such Member to the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford within 20 business days after the officers, employees and agents receipt of each of the such statement or other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish document by such Persons with all financial, operating and other data and information as may be reasonably requestedMember.