2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance

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respective Percentage Interests of the Interest Owners over the period with respect to which the distribution relates). 7.2. Liquidating Distributions. Notwithstanding any provision herein the contrary, all Liquidation Proceeds shall be distributed in accordance with the provisions of Section 11.4 below. 7.3 Limitations Upon Distributions. No distribution shall be declared and paid if payment of such distribution would cause the Company to violate any limitation on distributions provided in the Act or any loan, credit or other agreement to which the Company is a party. 7.4 Sale of Ownership Interests. In the event of any acquisition of the Company by means of a purchase of all its outstanding Ownership Interests,merger, or other form of reorganization in which outstanding Ownership Interests of the Company are exchanged for cash, securities, and/or other consideration issued, or caused to be issued, by the acquiring entity, then the Members hereby agree that all consideration payable to the Interest Owners in connection with such transaction (the "Acquisition Consideration") shall be distributed amongst the Interest Owners such that each Interest Owner receives the amount that they would have received if (i) all the Company's assets had been sold (and all its liabilities had been assumed) for an amount equal to the sum of the Acquisition Consideration plus the amount of the Company's total liabilities, (ii)the hypothetical profit or loss resulting therefrom had been allocated to the Interest Owners in accordance with Section 6.1, and (iii) the Company distributed the Acquisition Consideration to the Interest Owners in accordance with Section 11.4. ARTICLE VIII-RECORDS AND REPORTS 8.1 Records and Reports. At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. The Company shall keep at its principal place of business the records required by the Act to be maintained there. 8.2 Books of Account. (a) The Company shall maintain the Company's books and records and shall determine all items of income, gain and loss in accordance with standard accounting principles, consistently applied. All of the records and books of account of the Company, including but not limited to, bank accounts, construction draws, construction schedules and other related construction documents,third party contracts and leases, in whatever form maintained, shall at all times be maintained at the principal office of the Company and shall be open to the inspection and examination of the Members or their representatives during reasonable business hours. Such right may be exercised through any agent or employee of a Member designated by it or by an attorney or independent certified public accountant designated by such Member. Such Member shall bear all expenses incurred in any examination made on behalf of such Member. (b) All expenses in connection with the keeping of the books and records of the Company and the preparation of fmancial statements required to implement the provisions of this Agreement or otherwise needed for the conduct of the Company's business shall be borne by the Company as an ordinary expense of its business. 8.3 Company Tax Return and Annual Statements. The Managers shall cause the Company to timely file a federal income tax return and all other tax returns required to be filed by the Company for each Fiscal Year or part thereof and shall provide each Interest Owner with a copy of their Schedule K-1 indicating such Interest Owner's share of the Company's income, loss, gain, expense and other items relevant for federal income tax purposes. In addition, the Company shall provide each Member annual financial statements of the Company in such a form customarily maintained by the Company in the ordinary course of its business. 8