Coach 2013 Annual Report Download - page 195

(b) To the extent that property of the Company is not sold, the Coach Member will receive the Coach Unit and the Fund Member will
receive the Fund Member Units, subject to performance by each such Member of its respective obligations under this Agreement. Any property distributed in
kind upon liquidation of the Company shall be treated as though the property was sold and the cash proceeds distributed. Notwithstanding anything to the
contrary contained in this Section 11.2, if and to the extent that any Member shall be or be deemed to be a Non-Contributing Member, liquidation proceeds
that shall otherwise be payable under this Section 11.2 shall be made to the Contributing Member(s) to the extent of unpaid principal and interest of such
Contributing Member’s Member Loan to such Non-Contributing Member.
11.3. Certificate of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate
provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, the Certificate of Cancellation as
required by the Act shall be executed and filed by the Fund Member with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of
Cancellation with the Secretary of State of the State of Delaware, the existence of the Company shall cease, except for the purpose of suits, other proceedings
and appropriate action as provided in the Act. Thereafter, the Fund Member shall have the authority to distribute any Company property discovered after
dissolution, to convey real estate and to take such other action as may be necessary on behalf of and in the name of the Company.
ARTICLE 12
ACCOUNTING, BANK ACCOUNTS, BOOKS, RECORDS AND REPORTS
12.1. Fiscal Year and Accounting Method. The Fiscal Year and taxable year of the Company shall be as defined in Section 2.1 hereof. The
Members, collectively, shall determine the accounting method to be used by the Company.
12.2. Books and Records.
(a) The books and records of the Company shall be maintained at the principal office of the Company. In addition, the Company
shall maintain the following:
(i) A current list of the full name and last known business address of each Member;
(ii) A copy of the filed Articles and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any document has been executed;
(iii) Copies of the Company’s federal, state and local income tax returns and reports and financial statements, if any, for the
three most recent years; and
(iv) Copies of this Agreement, the Development Agreement, the Condominium Documents, and any other agreement to which
the Company is a party, and any amendments thereto.
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