Fill and Sign the 095 Clauses Relating to Accounting Matters Form

6.09[5] Clauses Relating to Accounting Matters Example 1 (general partnership venture):Section 1.01. Books; Statements. The Venture shall keep accurate, full and complete books and accounts showing its assets and liabilities, operations, transactions and financial condition. All financial statements shall be accurate in all material respects, shall present fairly the financial position and results of the Venture and shall be prepared on an accrual basis in accordance with generally accepted accounting principles consistently applied. Except where specifically provided for in this Agreement, the Managing Board shall determine the methods to be used in the preparation of financial statements and federal, state and municipal income and other tax or information returns for the Venture, in connection with all items of income and expense including, but not limited to, valuation of assets, the method of depreciation, elections, credits and accounting procedures. Following the formation of the Venture:(a) No later than twenty (20) days after each month during the term of this Agreement, the Venture shall prepare and submit or cause to be prepared and submitted to each Venturer an accrual basis balance sheet together with an accrual basis profit and loss statement for such month, with cumulative calendar year accrual basis profit and loss statements to the end of such month and with such other financial statements and information as may be reasonably requested by a Venturer or any of its Affiliates including any such information required to enable a Venturer or any of its Affiliates to prepare quarterly reports to be filed pursuant to foreign, federal or state securities laws; and (b) As soon as practicable after the end of each fiscal year of the Venture, a general accounting and audit shall be undertaken and made by the Venture's independent certified public accountants, covering the assets, properties, liabilities and net worth of the Venture, its dealings, transactions and operations during such fiscal year and all matters and things customarily included in such accounts and audits. A certified statement shall be furnished to each Venturer within ninety (90) days after the end of such fiscal year showing the assets, liabilities, properties, net worth, profits, losses and net income of the Venture for such fiscal year. A report of the audit scope and audit findings in the form of a management audit report shall also be furnished to the Venturers within ninety (90) days after the end of such fiscal year. Section 1.02. Where Maintained; Access. The books, accounts and records of the Venture shall at all times be maintained at the Principal Office of the Venture. Each Venturer shall have access to and may inspect and copy the books, accounts and records of the Venture, provided that any request for access to the books, accounts and records of the Venture must be reasonable. Section 1.03. Audits by Venturer. In addition to the foregoing, any Venturer may, at its option and at its own expense, conduct audits of the books, records and accounts of the Venture. Audits may be on either a continuous or a periodic basis or both and may be conducted by employees of any Venturer, employees of an Affiliate of any Venturer or an independent auditor retained by the Venture or by any Venturer. Section 1.04. Capital Accounts. A separate capital account shall be maintained for each Venturer. The initial capital account of Partner A shall be equal to the dollar amount of the Initial Capital Contribution of Partner A. The initial capital account of Partner B shall be equal to the dollar amount of the Initial Capital Contribution of Partner B. Except as otherwise provided in Section ____, all items of income, gain, loss or deduction shall be allocated equally between or among the Venturers and shall increase (in the case of income or gain) or decrease (in the case of a loss or deduction) each Venturer's capital account. Distributions to a Venturer shall reduce its capital account.Section 1.05. Other Information. The Venture shall make available to each Venturer such information and financial statements in addition to the foregoing as shall be required by either of them in connection with the preparation of registration statements, current and periodic reports, proxy statements and other documents required to be filed under foreign, federal or state securities laws and shall cooperate in the preparation of any such documents. Section 1.06. Fiscal Year. The fiscal year of the Venture shall be January 1 through December 31, unless the Managing Board shall approve any change thereto. Example 2 (limited liability company venture): Section 1.01. Bank Accounts. All funds of the LLC shall be deposited in its name in such checking and savings accounts, time deposits or certificates of deposit or other accounts at such banks as shall be designated by the Board of Managers from time to time, and the Board of Managers shall arrange for the appropriate conduct of such account or accounts. Section 1.02. Books and Records. The Board of Managers shall keep, or cause to be kept, accurate, full and complete books and accounts showing assets, liabilities, income, operations, transactions and the financial condition of the LLC. Such books and accounts shall be prepared on the accrual basis of accounting. Any Member or its designee shall have access thereto at any reasonable time during regular business hours and shall have the right to copy said records at its expense. Section 1.03. Financial Statements and Information.(a) All financial statements prepared pursuant to this Section 1.03 shall present fairly the financial position and operating results of the LLC and shall be prepared in accordance with generally accepted accounting principles on the accrual basis as provided in Section 1.02 for each Fiscal Year of the LLC during the term of this Agreement. (b) Within thirty (30) days after the end of each quarterly period (the "Fiscal Quarter") of each Fiscal Year, commencing with the first full Fiscal Quarter after the date of this Agreement, the Board of Managers shall prepare and submit or cause to be prepared and submitted to the Members an unaudited statement of profit and loss for the LLC for such Fiscal Quarter and an unaudited balance sheet of the LLC dated as of the end of such Fiscal Quarter, in each case prepared in accordance with generally accepted accounting principles consistently applied. (c) Within ninety (90) days after the end of each Fiscal Year during the term of this Agreement, the Board of Managers shall prepare and submit or cause to be prepared and submitted to the Members (i) an audited balance sheet, together with audited statements of profit and loss, Members' equity and changes in financial position for the LLC during such Fiscal Year; (ii) a report of the activities of the LLC during the Fiscal Year; (iii) a report summarizing the fees and other remuneration paid by the LLC for such Fiscal Year to the Board of Managers and any Affiliate thereof; and (iv) an audited statement showing any amounts distributed to the Members in respect of such Fiscal Year.(d) The Board of Managers shall provide to the Members such other reports and information concerning the business and affairs of the LLC as may be required by the [relevant state limited liability company act] or by any other law or regulation of any regulatory body applicable to the LLC. Section 1.04. Accounting Decisions. All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the Board of Managers. Section 1.05. Where Maintained. The books, accounts and records of the LLC at all times shall be maintained at the LLC's principal office. Section 1.06. Tax Returns.(a) The Board of Managers shall, at the expense of the LLC, cause to be prepared and delivered to the Members, in a timely fashion after the end of each Fiscal Year, copies of all federal and state income tax returns for the LLC for such Fiscal Year, one copy of which shall be filed by the Board of Managers. Such returns shall be prepared on the accrual basis and shall accurately reflect the results of operations of the LLC for such Fiscal Year. Member A is designated as the "tax matters partner" (as defined in the Internal Revenue Code) of the LLC and is authorized and required to represent the LLC (at the expense of the LLC) in connection with all examinations of the affairs of the LLC by any federal, state or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the LLC for professional services and costs associated therewith. (b) The "tax matters partner" shall keep all Members fully informed of the progress of any such examination, audit or other proceeding. Each Member agrees to cooperate with the Board of Managers and the "tax matters partner" and to do or refrain from doing any or all things reasonably required by the Board of Managers in connection with the conduct of such proceedings. Section 1.07. Fiscal Year. The fiscal year of the LLC for financial, accounting, federal, state and local income tax purposes shall initially be the fiscal year commencing on January 1 and ending on December 31 or such other fiscal year that is the same as the taxable year that is required by law for federal income tax purposes (the "Fiscal Year"). The Board of Managers shall have authority to change the beginning and ending dates of the Fiscal Year if the Board of Managers, in its sole and absolute discretion, but in accordance with applicable law, deems such change to be necessary or appropriate to the business of the LLC and shall give written notice of any such change to the Members within thirty (30) days after the occurrence thereof.