Common use of Reports and Audits Clause in Contracts

Reports and Audits. (a) Promptly upon request, the Company shall, at the cost and expense of the Company, furnish, or cause to be furnished, to each Member holding in excess of ten percent (10%) of the Common Membership Interests such information relating to the financial condition, operations of the Company or any other aspect of the Company or its business in possession of the Company as any such Member may from time to time reasonably request, excluding access to information that is privileged or that is subject to restrictions of Law on such access. (b) Each Member holding in excess of ten percent (10%) of the Common Membership Interests shall have the right, at all reasonable times and upon reasonable notice during normal business hours, and at its own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to examine and make copies of or extracts from the books of account of the Company or any other Company record for any purpose reasonably related to such Member’s interest as a Member of the Company, including to satisfy any reporting obligations of such Member under the Exchange Act, and for federal, state, local or foreign income or franchise tax purposes. For so long as the Initial Class A Holders collectively, and/or the Initial Class B Holders collectively, as applicable, hold at least twenty percent (20%) of the Common Membership Interests, such Initial Class A Holders ands/or Initial Class B Holders, as applicable, shall have the right, at all reasonable times and upon reasonable notice during normal business hours and at their own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to conduct an audit of the accounting, financial, disclosure and internal controls of the Company and its Subsidiaries. Such audit right may be exercised through any designated agent or employee of such Initial Class A Holders and/or Initial Class B Holders, as applicable, or their respective Affiliates. The parties agree that such audit is not intended to duplicate in its entirety the audit conducted by the Independent Auditor. The Company and the Member conducting such review or audit shall each bear its own cost of involvement in such review or audit. (c) Any information provided to any Member pursuant to this Section 4.3 shall be subject to the provisions of Article XIII.