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ARTICLE VI
Fiscal Year, Financial Statements, Books and Records,
Audits
6.1 Full, complete and accurate books of account and
records of the Fellowship with respect to the Business
and financial affairs of the Fellowship shall be maintained
at the principal place of business of the Fellowship.
Entries shall be made in such books of account and records
of all such matters, transactions and things as are
usually written and entered into books of account and
records kept by persons engaged in similar businesses
to the Business. Each Fellow and their advisors and
representatives shall have access at all reasonable
times during business hours to inspect, examine and
take extracts from or make copies of such books of account
and records. Any such inspection, examination and taking
of extracts or copies of books of account and records
of the Fellowship by a Fellow shall be at the expense
of such Fellow and such Fellow shall keep confidential
all information examined by it in connection with any
such inspection or examination and shall not disclose
any of such information, except as required by law or
to its auditors or such other persons to whom disclosure
may reasonably be required for the purposes of such
examination or inspection and shall cause its auditors
and such other persons, if such information is disclosed
to them, to keep it confidential and not to disclose
it, except with the consent of the other Fellows.
6.2 The fiscal year of the Fellowship shall end on the
last Saturday in April in each calendar year. Financial
statements of the Fellowship in respect of each fiscal
year of the Fellowship shall be prepared promptly following
the end of each fiscal year and such financial statements
shall be audited, unless otherwise agreed by the Fellows,
in accordance with the provisions of section 6.4.
6.3 The Fellows shall receive 120 days following the
last day of each fiscal year of the Fellowship all information
necessary for the filing by each Fellow of all applicable
provincial and federal income tax returns required to
be filed by each such Fellow.
6.4 Unless otherwise agreed by the Fellows, the Fellowship
shall engage such firm of chartered accountants as may
be selected in accordance with the provisions of section
5.2(e) to conduct an annual audit, in accordance with
generally accepted auditing standards, of financial
statements of the Fellowship for the immediately preceding
fiscal year of the Fellowship, prepared in accordance
with generally accepted accounting principles consistently
applied. The auditors of the Fellowship shall be instructed
to complete such audit within four months of the fiscal
year-end of the Fellowship, unless otherwise agreed
by the Fellows. Such statements will include a certification
that all revenues and costs of the Fellowship have been
allocated and charged to the Fellows in accordance with
the provisions hereof.
ARTICLE VII
Relations between Fellowship and Fellows
7.1 This agreement, the affairs of the Fellowship and
the relations between the Fellows shall be treated by
each of the Fellows as confidential and shall not be
disclosed by either Fellow except on behalf of and for
the benefit of the Fellowship as required for the purposes
of its business and affairs, or as required by law,
or to the auditors of such Fellow or such other persons
to whom disclosure may reasonably be required and such
Fellow shall use all reasonable efforts to cause its
auditors and such other persons, if such information
is disclosed to them, to keep it confidential and not
to disclose it, except in each case with the consent
of the Fellows.
7.2 The rights, duties, obligations and liabilities
of the Fellows pursuant to the relationship created
hereby shall be limited to those rights, duties, obligations
and liabilities set out in this agreement or assumed
in accordance with the intent hereof in the course of
carrying on the Business or arising by virtue of the
operation of applicable law affecting the Fellowship.
Nothing herein contained shall be construed to create
a Fellowship between the Fellows extending beyond the
scope of the Business. Except as expressly authorized
by the terms and conditions hereof, nothing herein contained
shall be construed to authorize a Fellow to act as the
agent of the other Fellow, or to permit any Fellow to
act on behalf of or bind the Fellowship, or the other
Fellow.
7.3 The Fellows shall make all reasonable efforts to
offer other business opportunities appropriate to the
Business to the Fellowship, unless there are reasonable
grounds to conclude that any such opportunity could
be better exploited outside the Fellowship rather than
as part of the Business. Such opportunities may be provided
to the Fellowship by bringing new Fellows into the Fellowship.
7.4 Neither Fellow shall carry on or be engaged in,
or permit any of its Affiliates to carry on or be engaged
in, directly or indirectly, at any time while it remains
a Fellow, any business of Sauron or his affiliates.