Texas Limited Liability Company Operating Agreement Page 4
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104.5
COMPANY INFORMATION. Upon request, the Managers shall supply to any
member information regarding the Company or its activities. Each Member or his
authorized representative shall have access to and may inspect and copy all
books, records and materials in the Manager's possession regarding
the Company or its activities. The exercise of the rights contained in this
ARTICLE 4.6 shall be at the requesting Member's expense.
4.6
EXCULPATION. Any act or omission of the Managers, the effect of which may
cause or result in loss or damage to the Company or the Members if done in
good faith to promote the best interests of the Company, shall not subject the
Managers to any liability to the Members
4.7
INDEMNIFICATION. The Company shall indemnify any person who was or is a
party defendant or is threatened to be made a party defendant, pending or
completed action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Company) by reason of
the fact that he is or was a Member of the Company, Manager, employee or
agent of the Company, or is or was serving at the request of the Company, for
instant expenses (including attorney's fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the Members determine that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of the
Company, and with respect to any criminal action proceeding, has no
reasonable cause to believe his/her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a
presumption that the person did or did not act in good faith and in a manner
which he reasonably believed to be in the best interest of the Company, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his/her conduct was lawful.
4.8
RECORDS. The Managers shall cause the Company to keep at its principal
place of business or at another location agreeable by the Members, the following:
(a) A current list in alphabetical order of the full name and the last known street
address of each Member;
(b) A copy of the Certificate of Formation and the Company Operating
Agreement and all amendments;
(c) Copies of the Company's federal, state and local income tax returns and
reports, if any, for the three most recent years;
(d) Copies of any financial statements of the limited liability company for the three
most recent years.
Operating
A greement
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