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

Books, Records and Financial Statements. (i) At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, 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 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 Certificate, 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 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 under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, 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. Notwithstanding any other provisions of this Agreement, the Board of Directors shall have the right to keep confidential from the Members, for such period of time as the Board deems reasonable, any information which the Board of Directors reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors in good faith believes is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by Agreement with a third party to keep confidential. (ii) The Company shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and the following documents shall be transmitted by a Manager to each Member at the times hereinafter set forth. (a) Within three (3) months after the close of each Fiscal Year, the following financial statements, examined under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, examined by and certified to by the independent certified public accountants referred to in Subsection (i) of this Section 10.1: (1) balance sheet of the Company as of the beginning and close of such Fiscal Year; (2) statement of Company Profits and Losses for such Fiscal Year; and (3) statement of such Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year. (b) Within three (3) months after the close of each Fiscal Year, the following documents: (1) 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; and (2) a copy of each income tax return, federal or state, filed by the Company for such Fiscal Year.

Books, Records and Financial Statements. (ia) At all times during the continuance of the Company, the Company shall maintain, at its principal place of businessoffice, 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 Company’s business in accordance with 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 Agreement, the Certificate and of the CertificateMember Schedule, shall at all times be maintained at the principal place of business office of the Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative for any purpose reasonably related to such Member's interest in the CompanyManager. 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 under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, 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. Notwithstanding any other provisions of this Agreement, the Board of Directors Managers shall have the right to keep confidential from the Members, for such period of time as the Board of Managers deems reasonable, any information which the Board of Directors Managers reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors Managers in good faith believes is not in the best interests interest of the Company or could damage the Company or its business or which the Company is required by law or by Agreement agreement with a third party to keep confidential. Without limiting the generality of the immediately preceding sentence and subject to the immediately succeeding sentence, no Member shall have the right to review, have access to, or have a copy of, the Member Schedule or all or any portion of the books and records of the Company that set forth information that is specific to other Members (including, without limitation, the number of Units owned or held by such other Members). Only the Board of Managers, the CEO and those officers that the Board of Managers or the CEO designate, and any Preferred Member upon a request in writing shall have access to the Member Schedule and the books and records of the Company that set forth information that is specific to other Members (including, without limitation, the number of Units owned or held by such other Members). Upon the request by any Member, at any time and from time to time, the Company shall promptly provide such Member with (i) the number of Units held by such Member, (ii) such Member’s Capital Contribution and Capital Account, (iii) the total number of Units issued and outstanding and/or reserved for issuance by the Company and (iv) the percentage that the total number of Units held by such Member represents out of the total number of Units referred to in the foregoing clause (iii). (iib) The Company Company’s Treasurer (or such other officer as shall be designated from time to time by the Board of Managers) shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and the following documents shall be transmitted by a Manager to each Member at the times hereinafter set forth. (a) Within three (3) months after the close of each Fiscal Year, the Company. The following financial statementsinformation, which need not be examined under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, examined by and certified to by the an independent certified public accountants referred accountant, shall be transmitted to in Subsection each Member on an annual and quarterly basis: (i) of this Section 10.1: (1) balance sheet of the Company as of the beginning and close of such Fiscal Year; (2) statement of Company Profits and Losses for such Fiscal Year; and (3) a statement of such Member's ’s Capital Account as of the close of such Fiscal Yearperiod, and changes therein during such Fiscal Year.period; and (b) Within three (3) months after the close of each Fiscal Year, the following documents: (1ii) a statement indicating such Member's ’s share of each item of Company income, gain, loss, deduction or credit for such Fiscal Year period for income tax purposes; and (2) a copy of each income tax return, federal or state, filed by the Company for such Fiscal Year.

Books, Records and Financial Statements. (ia) At The Company shall at all times during the continuance of the Company, the Company shall maintain, at its principal place of business, 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 generally accepted accounting principles 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 and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative 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 under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, 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. Notwithstanding any other provisions of this Agreement, the Board of Directors shall have the right to keep confidential from the Members, for such period of time as the Board deems reasonable, any information which the Board of Directors reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors in good faith believes is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by Agreement with a third party to keep confidential. (iib) The Company Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company Company. The following financial information, prepared in accordance with GAAP (or, in the case of item (v), in accordance with United States federal income tax principles) and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant (who may be the following documents independent certified public accountant for HSNi and its Affiliates), shall be transmitted by a Manager the Company to each Member at the times hereinafter set forth. as soon as reasonably practicable and in no event later than ninety (a90) Within three (3) months days after the close of each Fiscal Year, the following financial statements, examined under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, examined by and certified to by the independent certified public accountants referred to in Subsection (i) of this Section 10.1: (1i) balance sheet of the Company as of the beginning and close of such Fiscal Year; (2ii) statement of Company Profits profits and Losses losses for such Fiscal Year; and; (3iii) statement of such each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year.; (biv) Within three (3) months after statement of the close of each Company's cash flows during such Fiscal Year, the following documents:; and (1v) 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; and , which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (2or any corresponding schedule to any successor form) a copy of each income tax return, federal or state, filed by the Company for such Fiscal Year. (c) Following the end of each of the Company's four fiscal quarters, the Company shall prepare and provide to each Member on a reasonably timely basis in order to permit each Member to comply with its public reporting requirements an unaudited balance sheet of the Company with respect to such quarter, a statement of the profits and losses of the Company for such quarter and a 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. To the extent that, with respect to the first four fiscal quarters of the Company, the Company cannot provide final financial statements with respect to such fiscal quarter on a reasonably timely basis for a Member to comply with its reporting obligations, the Company shall provide estimates on a reasonably timely basis to permit such compliance. Except as provided in the next paragraph, a Member shall not disclose any of the information provided pursuant to this paragraph prior to the earlier of (i) immediately following the time such information is made publicly available by HSNi, and (ii) the date HSNi is required to file its quarterly report on Form 10-Q or its annual report on Form 10-K with respect to the fourth quarter, as the case may be, containing such information. (d) To the extent that a Member is required pursuant to its public reporting requirements to disclose the quarterly financial information described in paragraph (c) prior to the date described in the last sentence thereof, a Member may use such information or estimates in its required public disclosure, provided that such disclosure does not result in the financial information relating to the Company being separately identifiable or determinable from such disclosure.

Books, Records and Financial Statements. (i) At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, 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 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 Certificate, 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 representative for any purpose reasonably related to such Member's ’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 under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, 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 ’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. Notwithstanding any other provisions of this Agreement, the Board of Directors shall have the right to keep confidential from the Members, for such period of time as the Board deems reasonable, any information which the Board of Directors reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors in good faith believes is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by Agreement with a third party to keep confidential. (ii) The Company shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and the following documents shall be transmitted by a Manager to each Member at the times hereinafter set forth. (a) Within three (3) months after the close of each Fiscal Year, the following financial statements, examined under the direction of the Chief Financial Officer or Treasurer, or if required by the Board, examined by and certified to by the independent certified public accountants referred to in Subsection (i) of this Section 10.1: (1) balance sheet of the Company as of the beginning and close of such Fiscal Year; (2) statement of Company Profits and Losses for such Fiscal Year; and (3) statement of such Member's ’s Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year. (b) Within three (3) months after the close of each Fiscal Year, the following documents: (1) 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; and (2) a copy of each income tax return, federal or state, filed by the Company for such Fiscal Year.