Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member the Governors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement. Each Member has the right to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Governors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to the extent required by the Act. Upon the request of a copy of a current Member list, such list shall be mailed to any Member within ten (10) days of the request, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, with a reasonable charge for copy work. The purposes for which a Member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement and the exercise of Members’ rights under federal proxy laws. Any Person who neglects or refuses to exhibit, produce, or mail a copy of the Member list as requested shall be liable for costs, including attorney’s fees, incurred by the Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 4 contracts
Samples: Operating Agreement (Highwater Ethanol LLC), Member Control Agreement (Highwater Ethanol LLC), Member Control Agreement (Highwater Ethanol LLC)
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member Member, the Governors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement, except to the extent it constitutes trade secrets of the Company. Information that (i) derives independent economic value from not being known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy shall be deemed trade secrets of the Company. Each Member has the right right, upon reasonable request, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Governors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to except for information constituting trade secrets of the extent required by Company. A current alphabetical list of Members containing the Act. Upon names, addresses, and business telephone numbers of the request of a copy of a current Member list, such list Members shall be mailed to any Member within ten (10) days of the requestreceiving such a request from a Member, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, size with a reasonable charge for copy workcopies. The purposes for which a Member member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement agreement and the exercise of Members’ rights under federal proxy laws. Any Person who . If the Company neglects or refuses to exhibit, produce, produce or mail a copy of such list to the Member list as requested requested, the Company shall be liable to any Member requesting the list for the costs, including attorney’s attorneys’ fees, incurred by the that Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 2 contracts
Samples: Member Control Agreement (Minnergy LLC), Member Control Agreement (Minnergy LLC)
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member for purposes reasonably related to such Member’s interest as a Member, the Governors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement. Each Member has the right right, upon reasonable request for purposes reasonably related to such Member’s interest as a Member and for proper purposes, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Governors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to the extent required by the Act. Upon the request of a copy of a current Member list, such list shall be mailed to any Member within ten (10) days of the request, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, with a reasonable charge for copy work. The purposes for which a Member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement and the exercise of Members’ rights under federal proxy laws. Any Person who neglects or refuses to exhibit, produce, or mail a copy of the Member list as requested shall be liable for costs, including attorney’s fees, incurred by the Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 1 contract
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member Member, the Governors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement. Each Member has the right right, upon reasonable request, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Governors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to the extent required by the ActAct or as otherwise provided in this Agreement. Upon A current alphabetical list of Members containing the request names, addresses, and business telephone numbers of a copy of a current Member list, such list the Members shall be mailed to any Member within ten (10) days of receiving such a request from a Member. If the request, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, with a reasonable charge for copy work. The purposes for which a Member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement and the exercise of Members’ rights under federal proxy laws. Any Person who Company neglects or refuses to exhibit, produce, produce or mail a copy of such list to the Member list as requested requested, the Company shall be liable to any Member requesting the list for the costs, including attorney’s attorneys’ fees, incurred by the that Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 1 contract
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member for purposes reasonably related to such Member’s interest as a Member, the Governors Managers shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement. Each Member has the right right, upon reasonable request for purposes reasonably related to such Member’s interest as a Member and for proper purposes, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the GovernorsManagers, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to the extent required by the Act. Upon the request of a copy of a current Member list, such list shall be mailed to any Member within ten (10) days of the request, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, with a reasonable charge for copy work. The purposes for which a Member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement and the exercise of Members’ rights under federal proxy laws. Any Person who neglects or refuses to exhibit, produce, or mail a copy of the Member list as requested shall be liable for costs, including attorney’s fees, incurred by the Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 1 contract
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. Upon the request of any Member Member, the Governors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement, except to the extent it constitutes trade secrets of the Company. Each Member has the right right, upon reasonable request, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Governors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to except for information constituting trade secrets of the extent required by Company. A current alphabetical list of Members containing the Act. Upon names, addresses, and business telephone numbers of the request of a copy of a current Member list, such list Members shall be mailed to any Member within ten (10) days of the requestreceiving such a request from a Member, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, size with a reasonable charge for copy workcopies. The purposes for which a Member member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement agreement and the exercise of Members’ rights under federal proxy laws. Any Person who . If the Company neglects or refuses to exhibit, produce, produce or mail a copy of such list to the Member list as requested requested, the Company shall be liable to any Member requesting the list for the costs, including attorney’s attorneys’ fees, incurred by the that Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 1 contract
Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. (a) Upon the written request of any Member for purposes reasonably related to the Governors interest of that Person as a Member, the Board shall promptly cause the Company to deliver to the requesting Member, at the expense of the requesting MemberCompany, a copy of the information required to be maintained under Section 7.1 of this Agreement. Company’s most recent annual financial statement and its most recent federal, state, and local income tax returns and reports.
(b) Each Member (or, in the case of Section 8.4(b)(i) below, his, her or its designated representative) has the right right, upon reasonable written request for purposes reasonably related to the interest of the Person as a Member and for proper purposes, to: :
(i) inspect Inspect and copy during normal ordinary business hours hours, at the Member’s expense, any of the Company records described in Sections 8.1(a)(i) through (viii) and, with respect to the Company records described in Section 7.1 of this Agreement; 8.1(a)(i) through (viii), if such records are not available the Member shall be entitled to bring an action against the Company to obtain such records and recover its reasonable attorneys fees incurred in bringing such an action;
(ii) obtain Obtain from the Governors, promptly after their becoming available, copies Company true and full information regarding the current state of the Company’s federalfinancial condition, state subject to normal changes or adjustments arising after, or following the end of, the period covered by such information; and
(iii) Obtain other information regarding the Company’s affairs or inspect during ordinary business hours other books and local income tax records of the Company as is just and information returns for each Fiscal Yearreasonable.
(c) The rights granted to a Member pursuant to this Section 8.4 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time by the Board, and to the provisions of Section 1.11 hereof, to the extent not inconsistent with the Act. Each Assignee Unadmitted assignees of Units shall not have the right to information regarding the Company only to the extent required afforded Members hereunder or by the Act. Upon the request of a copy of a current Member list, such list shall be mailed to any Member within ten (10) days of the request, such copy to be printed in alphabetical order, on white paper and in a readily readable type size, with a reasonable charge for copy work. The purposes for which a Member list may be requested include, without limitation, matters relating to Members’ voting rights under the Agreement and the exercise of Members’ rights under federal proxy laws. Any Person who neglects or refuses to exhibit, produce, or mail a copy of the Member list as requested shall be liable for costs, including attorney’s fees, incurred by the Member for compelling the production of the Member list, and for actual damages suffered by any Member by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the request for inspection is for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Member relative to the affairs of the Company.
Appears in 1 contract
Samples: Operating Agreement