ACCORDANCE WITH GAAP, (B) IN THE CASE OF SUCH ITEMS
DELIVERED AT ANY TIME PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING DATE,
INCLUDE SEPARATE STATEMENTS FOR EACH OF THE COMPANY GROUP AND EAG AND (C) BE
ACCOMPANIED BY (1) WITH RESPECT TO THE CONSOLIDATED PORTIONS OF SUCH STATEMENTS,
AN OPINION CONTAINING NO MATERIAL EXCEPTIONS OR QUALIFICATIONS (EXCEPT FOR
QUALIFICATIONS REGARDING SPECIFIED CONTINGENT LIABILITIES) BY DELOITTE & TOUCHE,
LLP OR OTHER INDEPENDENT ACCOUNTING FIRM OF RECOGNIZED NATIONAL STANDING AND
(2) A COPY OF SUCH FIRM'S ANNUAL MANAGEMENT LETTER TO THE PARENT; PROVIDED THAT
DELIVERY WITHIN THE TIME PERIOD SPECIFIED HEREINABOVE OF COPIES OF THE PARENT'S
ANNUAL REPORT ON FORM 10-KSB PREPARED IN COMPLIANCE WITH THE REQUIREMENTS OF
SUCH FORM 10-KSB AND FILED WITH THE SEC SHALL BE DEEMED TO SATISFY THE
REQUIREMENTS OF THIS PARAGRAPH (III); PROVIDED FURTHER THAT, NOTWITHSTANDING THE
FOREGOING PROVISO, THE COMPANY SHALL BE REQUIRED TO PROVIDE TO THE PURCHASERS
THE DOCUMENTS DESCRIBED IN CLAUSE (C) ABOVE.
(IV)
PROMPTLY UPON RECEIPT THEREOF, ANY ADDITIONAL REPORTS, MANAGEMENT
LETTERS OR OTHER DETAILED INFORMATION CONCERNING SIGNIFICANT ASPECTS OF ANY
MEMBER OF THE COMPANY GROUP'S OPERATIONS OR FINANCIAL AFFAIRS GIVEN TO ANY
MEMBER OF THE COMPANY GROUP BY ITS INDEPENDENT ACCOUNTANTS (AND NOT OTHERWISE
CONTAINED IN OTHER MATERIALS PROVIDED HEREUNDER);
(V)
AT LEAST 5 DAYS BUT NOT MORE THAN 90 DAYS PRIOR TO THE BEGINNING
OF EACH FISCAL YEAR, AN ANNUAL BUDGET PREPARED ON A MONTHLY BASIS FOR THE
COMPANY GROUP FOR SUCH FISCAL YEAR (DISPLAYING ANTICIPATED STATEMENTS OF INCOME
AND CASH FLOWS AND BALANCE SHEETS), AND PROMPTLY UPON PREPARATION THEREOF, ANY
OTHER SIGNIFICANT BUDGETS PREPARED BY THE COMPANY GROUP AND ANY REVISIONS OF
SUCH ANNUAL OR OTHER BUDGETS, IN EACH CASE IN SUBSTANTIALLY THE SAME FORM AND
CONTAINING SUBSTANTIALLY THE TYPES OF INFORMATION AS DELIVERED TO THE PURCHASERS
PRIOR TO THE CLOSING, AND IN THE CASE OF SUCH BUDGETS OR REVISIONS THEREOF
DELIVERED AT ANY TIME PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING DATE,
INCLUDING SEPARATE BUDGETS OR REVISIONS THEREOF FOR EACH OF THE COMPANY GROUP
AND EAG, AND WITHIN 30 DAYS AFTER ANY MONTHLY PERIOD IN WHICH THERE IS A
MATERIAL ADVERSE DEVIATION FROM THE ANNUAL BUDGET, AN OFFICER'S CERTIFICATE
EXPLAINING THE
19
DEVIATION AND WHAT ACTIONS THE COMPANY GROUP HAS TAKEN AND PROPOSES TO TAKE WITH
RESPECT THERETO;
(VI)
AT ANY TIME THAT THE ABRY DIRECTOR (AS DEFINED IN THE WARRANT
AGREEMENT) IS NOT A MEMBER OF THE BOARD OF DIRECTORS, PROMPTLY FOLLOWING THE
TRANSMISSION THEREOF, COPIES OF ALL FINANCIAL STATEMENTS, PROXY STATEMENTS,
REPORTS AND ANY OTHER GENERAL WRITTEN COMMUNICATIONS WHICH THE PARENT SENDS TO
ITS STOCKHOLDERS GENERALLY OR BOARD OF DIRECTORS AND COPIES OF ALL PROSPECTUSES
AND DISCLOSURE DOCUMENTS, IF ANY, WHICH IT FILES, OR ANY OF ITS OFFICERS OR
MANAGERS FILE WITH RESPECT TO THE COMPANY GROUP, WITH THE SEC OR WITH ANY
SECURITIES EXCHANGE ON WHICH ANY OF ITS SECURITIES ARE THEN LISTED, AND COPIES
OF ALL PRESS RELEASES AND OTHER STATEMENTS MADE AVAILABLE GENERALLY BY THE
PARENT TO THE PUBLIC CONCERNING MATERIAL