Texas Limited Liability Company Operating Agreement Page 4
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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 Agreement - 4
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