Common use of Financial and Compliance Reports Clause in Contracts

Financial and Compliance Reports. The LLC shall furnish to the Manager Member, each of the following: (a) Within five (5) days after the end of each month and each fiscal quarter, an unaudited financial report of the LLC, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the LLC to have been so prepared, and which shall include the following: (i) Statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter. (b) Within fifteen (15) days after the end of each fiscal year of the LLC, audited financial statements of the LLC, which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by Independent Public Accountants satisfactory to the Manager Member. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies of all financial statements, reports, notices, press releases and other documents released to the public. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or performance data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The LLC shall furnish to the Manager Member, each of the following: (a) Within five (5) days after the end of each month and each fiscal quarter, an unaudited financial report of the LLC, which report shall be prepared in accordance with generally 60 65 accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the LLC to have been so prepared, and which shall include the following: (i) Statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter. (b) Within fifteen (15) days after the end of each fiscal year of the LLC, audited financial statements of the LLC, which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by Independent Public Accountants satisfactory to the Manager Member. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies of all financial statements, reports, notices, press releases and other documents released to the public. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or performance data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The LLC Management Committee shall (and each of the Management Stockholders shall use his or her reasonable best efforts to) cause Aston to furnish to the Manager Member, Highbury each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, information regarding the consolidated assets under management of Aston and any Controlled Affiliates thereof (including the components of any changes from the information provided with respect to the prior period, information regarding net client cash flows and information regarding market appreciation and depreciation in client portfolios), and an unaudited financial report of the LLC, which report shall be Aston (consolidated with any Controlled Affiliates thereof) prepared in accordance with generally accepted accounting principles GAAP using the accrual method of accounting, accounting consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and GAAP to be included in audited financial statements), which unaudited financial report shall be have been certified by the most senior financial officer of the LLC Aston to have been so prepared, prepared and which shall include the following: (i) Statements statements of operations, changes in members' ’ capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow the Owners’ Allocation for such quarter. (b) Within fifteen thirty (1530) days after the end of each fiscal year of the LLCAston, audited financial statements of the LLCAston (consolidated with any Controlled Affiliates thereof), which shall include statements of operations, changes in members' ’ capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principlesGAAP, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory Accountants, with all of the fees and expenses in connection with such audit to the Manager Memberbe paid by Highbury. (c) If requested by the Manager MemberHighbury, within twenty-five (25) days after the end of each calendar quarter, the LLC's Aston’s (and any Controlled Affiliates’ thereof) operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member Highbury from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by Highbury, copies of all financial statements, reports, notices, press releases and other documents released to the publicpublic during such period. (e) As promptly as is reasonably possible following request by the Manager Member Highbury from time to time, such operations and/or other financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The Management Committee shall use its reasonable best efforts (and each of the Non-Manager Members and Employee Stockholders shall use its reasonable efforts) to cause the LLC shall to furnish to the Manager Member, Member each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, information regarding the consolidated assets under management of the LLC, the WY LLC and any of their respective Controlled Affiliates (including the components of any changes from the information provided with respect to the prior period, information regarding net client cash flows and information regarding market appreciation and depreciation in client portfolios), and an unaudited financial report of the LLC, which report shall be LLC (consolidated with any Controlled Affiliates thereof) prepared in accordance with generally accepted accounting principles GAAP using the accrual method of accounting, accounting consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and GAAP to be included in audited financial statements), which unaudited financial report shall be have been certified by the most senior financial officer of the LLC to have been so prepared, prepared and which shall include the following: (i) Statements statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter;; and (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter. (b) Within fifteen thirty (1530) days after the end of each fiscal year of the LLC, audited financial statements of the LLCLLC (consolidated with any Controlled Affiliates thereof), which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principlesGAAP, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory to the Manager MemberAccountants. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's (and any Controlled Affiliates' thereof) operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by the Manager Member, copies of all financial statements, reports, notices, press releases and other documents released to the publicpublic during such period. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or other financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The LLC Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, furnish to the Manager Member, Members each of the following: : (a) Within five (5) within 5 business days after the end of each month and each fiscal quarter, an unaudited financial report of the LLCCompany of the statement of income and statement of cash flows and balance sheet as of the last day of such month or quarter, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be based on estimates to the extent actual data is not available and be subject to adjustments of such estimates within 5 business days after the end of each month and each fiscal quarter, (ii) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (iiiii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the LLC Company to have been so prepared; (b) as soon as practicable and in any event within 5 business days after the end of each month and each fiscal quarter, a report prepared in a similar manner and certified by the most senior financial officer of the Company to have been so prepared, and which shall include the following: include: (i) Statements statements of operations, changes in members' Members’ capital accounts and cash flows of the Company for such month or quarter, together with a a-cumulative income statement from the first day of the then-current fiscal year Fiscal Year to the last day of such month or quarter; ; and (ii) a balance sheet of the Company as of the last day of such month or quarter; and (iiic) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter. (b) Within fifteen (15) within 30 days after the end of each fiscal year of Fiscal Year or within such other time as the LLCManaging Member agrees, audited financial statements of the LLCCompany, which shall include statements of operations, changes in members' Members’ capital accounts and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by Independent Public Accountants independent public accountants satisfactory to the Manager Managing Member. ; (cd) If if requested by the Manager Managing Member, within twenty-five (25) 5 business days after the end of each calendar quarter, the LLC's Company’s operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Managing Member from time to time, certified by the most senior financial officer of the LLC. ; (de) Copies copies of all financial statements, reports, notices, press releases and other documents released to the public. ; (ef) As as promptly as is reasonably possible following request by the Manager Managing Member from time to time, such operations and/or performance data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. ; and (fg) Any any other financial or other information available to the Officers officers as the Manager Managing Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The LLC shall, and each Non-Manager Member who is a member of the Management Board shall use all commercially reasonable efforts to cause the LLC to, furnish to the Manager Member, Member each of the following: (a) Within five within ten (510) days after the end of each month and each fiscal quarter, an unaudited financial report of the LLCRevenues From Operations of the LLC and the net assets of each Offshore Fund on each date as of which the net assets thereof were determined during such period, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be based on estimates to the extent actual data is not available and be subject to adjustments of such estimates within seventeen (17) days after the end of each month and each fiscal quarter, (ii) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (iiiii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer Officer of the LLC to have been so prepared; (b) as soon as practicable and in any event within seventeen (17) days after the end of each month and each fiscal quarter, a report prepared in a similar manner and certified by the most senior financial Officer of the LLC to have been so prepared, and which shall include the followinginclude: (i) Statements statements of operations, changes in membersMembers' capital Capital Accounts and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter.; (bc) Within within fifteen (15) days after the end of each fiscal year of the LLC, a financial report of Revenues From Operations of the LLC for such year and the net assets of each Offshore Fund on each date as of which the net assets thereof were determined during such year, in each case, as to which the audit procedures applicable to such item shall have been performed by Independent Public Accountants satisfactory to the Manager Member; 57 61 (d) within seventeen (17) days after the end of each fiscal year of the LLC or within such other time as the Manager Member and the Management Board agree, audited financial statements of the LLC, which shall include statements of operations, changes in membersMembers' capital Capital Accounts and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by Independent Public Accountants satisfactory to the Manager Member. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies of all financial statements, reports, notices, press releases and other documents released to the public. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or performance data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.;

Financial and Compliance Reports. The LLC shall, and each of the Non-Manager Members and each of the Employee Stockholders who is a member of the Management Committee shall use all commercially reasonable efforts to cause the LLC to, furnish to the Manager Member, Member each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, an unaudited financial report of the LLC, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the LLC to have been so prepared, and which shall include the following: (i) Statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow the Owners' Allocation for such quarter. (b) Within fifteen thirty (1530) days after the end of each fiscal year of the LLC, audited financial statements of the LLC, which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory to the Manager MemberAccountants. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by the LLC, copies of all financial statements, reports, notices, press releases and other documents released to the public. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The Management Committee shall use its reasonable best efforts (and each of the Non-Manager Members and Employee Stockholders shall use its reasonable efforts) to cause the LLC shall to furnish to the Manager Member, Member each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, information regarding the consolidated assets under management of the LLC, the DE LLC and any of their respective Controlled Affiliates (including the components of any changes from the information provided with respect to the prior period, information regarding net client cash flows and information regarding market appreciation and depreciation in client portfolios), and an unaudited financial report of the LLC, which report shall be LLC (consolidated with any Controlled Affiliates thereof) prepared in accordance with generally accepted accounting principles GAAP using the accrual method of accounting, accounting consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and GAAP to be included in audited financial statements), which unaudited financial report shall be have been certified by the most senior financial officer of the LLC to have been so prepared, prepared and which shall include the following: (i) Statements statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow the Owners' Allocation for such quarter. (b) Within fifteen thirty (1530) days after the end of each fiscal year of the LLC, audited financial statements of the LLCLLC (consolidated with any Controlled Affiliates thereof), which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principlesGAAP, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory to the Manager MemberAccountants. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's (and any Controlled Affiliates' thereof) operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by the Manager Member, copies of all financial statements, reports, notices, press releases and other documents released to the publicpublic during such period. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or other financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The LLC shall, and each of the Non-Manager Members and each of the Employee Stockholders who is a member of the Management Committee shall use all commercially reasonable efforts to cause the LLC to, furnish to the Manager Member, Member each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, an unaudited financial report of the LLC, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the LLC to have been so prepared, and which shall include the following: (i) Statements of operations, changes in members' capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow for such quarter. (b) Within fifteen (15) days after the end of each fiscal year of the LLC, audited financial statements of the LLC, which shall include statements of operations, changes in members' capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory to the Manager MemberAccountants. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by the LLC, copies of all financial statements, reports, notices, press releases and other documents released to the public. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.

Financial and Compliance Reports. The Management Committee shall (and each of the Non-Manager Members and Employee Stockholders shall use its reasonable best efforts to) cause the LLC shall to furnish to the Manager Member, Member each of the following: (a) Within five ten (510) days after the end of each month and each fiscal quarter, information regarding the consolidated assets under management of the LLC and any Controlled Affiliates thereof (including the components of any changes from the information provided with respect to the prior period, information regarding net client cash flows and information regarding market appreciation and depreciation in client portfolios), and an unaudited financial report of the LLC, which report shall be LLC (consolidated with any Controlled Affiliates thereof) prepared in accordance with generally accepted accounting principles GAAP using the accrual method of accounting, accounting consistently applied (except that the financial report may (i) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (ii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and GAAP to be included in audited financial statements), which unaudited financial report shall be have been certified by the most senior financial officer of the LLC to have been so prepared, prepared and which shall include the following: (i) Statements statements of operations, changes in members' ’ capital and cash flows for such month or quarter, together with a cumulative income statement from the first day of the then-current fiscal year to the last day of such month or quarter; (ii) a balance sheet as of the last day of such month or quarter; and (iii) with respect to the quarterly financial report, a detailed computation of Free Cash Flow the Owners’ Allocation for such quarter. (b) Within fifteen thirty (1530) days after the end of each fiscal year of the LLC, audited financial statements of the LLCLLC (consolidated with any Controlled Affiliates thereof), which shall include statements of operations, changes in members' ’ capital and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principlesGAAP, using the accrual method of accounting, consistently applied, certified by the Independent Public Accountants satisfactory to the Manager MemberAccountants. (c) If requested by the Manager Member, within twenty-five (25) days after the end of each calendar quarter, the LLC's ’s (and any Controlled Affiliates’ thereof) operating budget for each of the next four (4) fiscal quarters, in such form and containing such estimates as may be requested by the Manager Member from time to time, certified by the most senior financial officer of the LLC. (d) Copies If requested by the Manager Member, copies of all financial statements, reports, notices, press releases and other documents released to the publicpublic during such period. (e) As promptly as is reasonably possible following request by the Manager Member from time to time, such operations and/or other financial, operations, performance or other information or data as may be requested, in each case certified by the most senior financial officer of the LLC if such a certification is requested by the Manager Member. (f) Any other financial or other information available to the Officers as the Manager Member shall have reasonably requested on a timely basis.