Financial Reports and Access to Information. (a) Each member of the Warburg Pincus Group shall be entitled to receive the following information from the Company: (i) Not later than the last day of each month, a monthly management report, including an unaudited balance sheet as of the end of the prior month and an unaudited related income statement and statement of cash flows for such month prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods (e.g., not later than October 31, unaudited financial statements as of and for the month ending September 30 shall be delivered); (ii) Within 45 days after the end of each fiscal quarter, an unaudited balance sheet as of the end of such quarter and an unaudited related income statement, and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods; (iii) Within 120 days after the end of each fiscal year, an audited balance sheet as of the end of such fiscal year and the related income statement, statement of members’ equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Company’s auditors who shall be an accounting firm approved by the Board, together with a comparison of such statements to the Annual Budget for such periods; (iv) Within 120 days after the end of each fiscal year, a reserve report prepared by the Company’s independent reservoir engineers; (v) Promptly after the occurrence of any material event, notice of such event together with a summary describing the nature of the event and its impact on the Company; and (vi) Such other information as such member of the Warburg Pincus Group or their advisors may reasonably request. (b) The Board shall use its reasonable efforts to meet no less frequently than quarterly, and at such meetings the Company shall report to the Board on, among other things, its business activities, prospects, and financial position. (c) The Company shall permit each member of the Warburg Pincus Group and their respective representatives, at the sole risk of such Persons, to visit and inspect any of the properties of the Company and its Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances and accounts with the Company’s and its Subsidiaries’ officers and its independent public accountants, all at such reasonable times during the Company’s and such Subsidiaries’ usual business hours and as often as any such person may reasonably request, and to consult with and advise management of the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company and its Subsidiaries. Any information received by a Member pursuant to this Section 10.1(c) shall be subject to the provisions of Section 10.5.
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Samples: Limited Liability Company Agreement (Laredo Petroleum - Dallas, Inc.), Limited Liability Company Agreement (Laredo Petroleum, Inc.)
Financial Reports and Access to Information. (a) Each member The Company shall furnish the following to each Investor Unitholder so long as such Investor Unitholder holds at least five percent (5%) of the Warburg Pincus Group shall be entitled to receive Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the following information from the Company:applicable Conversion Ratio for such Convertible Preferred Units and including any Vested Management Units):
(i) Not later than Within 20 days after the last day end of each month, a monthly management report, including an unaudited balance sheet as of the end of the prior such month and an unaudited related income statement and statement of cash flows for such month prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget annual budget of the Company for such periods (e.g., not later than October 31, unaudited financial statements as of and for the month ending September 30 shall be delivered)periods;
(ii) Within 45 35 days after the end of each fiscal quarter, an unaudited balance sheet as of the end of such quarter and an unaudited related income statement, and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotesadjustments), consistently applied, together with a comparison of such statements to the Annual Budget annual budget of the Company for such periods;
(iii) Within 120 60 days after the end of each fiscal yearyear (or such longer period of time not in excess of 180 days after the end of the fiscal year as is agreed to by the Requisite Holders), an audited balance sheet as of the end of such fiscal year and the related income statement, statement of members’ stockholders equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Company’s auditors who shall be an selected from among the “Big 4” internationally recognized accounting firm approved by the Board, together with a comparison of such statements to the Annual Budget for such periodsfirms;
(iv) Within 120 60 days after the end of each fiscal year, a reserve report prepared by a reservoir engineer acceptable to the Company’s independent reservoir engineersBoard;
(v) Within 30 days before the beginning of each fiscal year, a consolidated annual budget approved by the Board, together with a consolidated annual capital expenditure forecast, including estimated Capital Calls, for the upcoming fiscal year, which budget shall be subject to the approval of the holders of Convertible Preferred Units in accordance with Section 8.4 hereof;
(vi) Promptly after the occurrence of any material event, notice of such event together with a summary describing the nature of the event and its impact on the Company; and
(vivii) Within 35 days after the end of each fiscal quarter, such information relating to payments to third parties, consultants and representatives as Investor Unitholders may from time to time specify in writing to the Company to assist the Investor Unitholders in evaluating compliance by the Company and its Subsidiaries with the Business Conduct Code (defined below).
(b) The Company shall furnish to each Investor Unitholder so long as such Investor Unitholder holds at least ten percent (10%) of the Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the applicable Conversion Ratio for such Common Units and including any Vested Management Units):
(i) Within 20 days after the end of each month, an operating progress report and a report estimating oil and gas production for such month, which reports are used by the Company for internal control purposes;
(ii) Such engineering, seismic or other data as may have been obtained or developed by or on behalf of the Company and its Subsidiaries as such Investor Unitholder deems relevant to a proposed Project, an Approved Project or a Capital Call related to an Approved Project, subject to any restrictions contained in any confidentiality agreement with respect to such data to which the Company or any of its Subsidiaries is a party; and
(iii) Such other information and access to senior managers as such member of the Warburg Pincus Group Unitholders or their advisors may reasonably request, including access to all vendors and consultants of the Company’s Subsidiaries.
(bc) The Board So long as each Investor Unitholder holds at least ten percent (10%) of the Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the applicable Conversion Ratio for such Convertible Preferred Units and including any Vested Management Units):
(i) the Company shall use its reasonable best efforts to meet cause the Board to hold meetings no less frequently than quarterly, and at such meetings the Company shall report to the Board on, among other things, its business activities, prospects, and financial position.; and
(cii) The the Company shall permit each member of the Warburg Pincus Group and Investor Unitholder entitled to receive information pursuant to Section 11.4(a) or their respective representatives, at the sole risk of such Persons, to visit and inspect any of the properties of the Company and its Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances and accounts with the Company’s and its Subsidiaries’ officers and its independent public accountants, all at such reasonable times during the Company’s and such Subsidiaries’ usual business hours and as often as any such person may reasonably request, and to consult with and advise management of the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company and its Subsidiaries. Any , and to discuss with vendors and consultants to the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, all matters relating to the operation of the Company and its Subsidiaries.
(d) The Company shall adopt, not later than 10 Business Days after the Effective Date, and thereafter maintain a written policy setting forth the procedure for conducting business internationally (the “Business Conduct Code”), which Business Conduct Code shall be in compliance with the provisions of the FCPA and shall be binding upon the Company, its Subsidiaries and their respective employees and consultants.
(e) On a quarterly basis and otherwise upon reasonable request from time to time by any Investor Unitholder entitled to receive information received by a Member pursuant to this Section 10.1(c11.4, the Company shall represent to such Investor Unitholder that its Officers and employees are acting in compliance with all Laws (including all Corruption Laws) shall be subject and that its Officers have not conducted any trade or business activities on behalf of, through or within the Company that would cause the Company to the provisions of Section 10.5realize or recognize UBTI, ECI or UBT.
Appears in 1 contract
Financial Reports and Access to Information. (a) Each member holder of the Warburg Pincus Group Series A Units holding at least twenty-five percent (25%) of its Series A Units Threshold shall be entitled to receive the following information from the Company:
(i) Not later than Within thirty (30) days after the last day end of each month, a monthly management report, including an unaudited balance sheet as of the end of the prior such month and and, if prepared, an unaudited related income statement and statement of cash flows for such month prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods (e.g., not later than October 31, unaudited financial statements as of and for the month ending September 30 shall be delivered);
(ii) Within 45 forty-five (45) days after the end of each fiscal quarter, an unaudited balance sheet as of the end of such quarter and and, if prepared, an unaudited related income statement, statement and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods;
(iii) Within 120 ninety (90) days after the end of each fiscal yearyear (or such longer period of time not in excess of one hundred eighty (180) days after the end of the fiscal year as is approved by the Board), an audited balance sheet as of the end of such fiscal year and and, if prepared, the related income statement, statement of members’ equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Company’s auditors who shall be an accounting firm approved by the Board, together with a comparison of such statements to the Annual Budget for such periodsauditors;
(iv) Within 120 days after the end of each fiscal year, a reserve report prepared by the Company’s independent reservoir engineers;
(v) Promptly after the occurrence of any material event, notice of such event together with a summary describing the nature of the event and its impact on the Company; and
(viv) Such other information as such member of the Warburg Pincus Group Members entitled to receive information pursuant to this Section 11.1 or their advisors may reasonably request.
(b) The Board shall use its reasonable efforts to meet no less frequently than quarterly, and at such meetings the Company shall report to the Board on, among other things, its business activities, prospects, and financial position.
(c) The Company shall permit each member of the Warburg Pincus Group and Member entitled to receive information pursuant to Section 11.1(a) or their respective representatives, at the sole risk of such Persons, to visit and inspect any of the properties of the Company and its Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances and accounts with the Company’s and its Subsidiaries’ officers and its independent public accountants, all at such reasonable times during the Company’s and such Subsidiaries’ usual business hours and as often as any such person may reasonably request, and to consult with and advise management of the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company and its Subsidiaries. Any information received by a Member pursuant .
(c) Notwithstanding anything to the contrary in this Section 10.1(c11.1, the Company shall have no obligation to provide the information contemplated by Section 11.1(a) shall be subject or to make available the properties, books of account and other records, officers or independent public accountants of the Company and its Subsidiaries as contemplated by Section 11.1(b), in each case to any holder of Units to the provisions extent doing so would reasonably be expected to result in the disclosure to such Unitholder of Section 10.5sensitive business information, competitive information or other confidential information, the disclosure of which to such holder is determined by the Board in good faith to be inappropriate in such circumstances.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Genesis Energy Lp)