REASONABLY OBJECTS, UNLESS
OTHERWISE REQUIRED BY LAW IN THE OPINION OF THE COMPANY'S COUNSEL.
THE SECTIONS
OF ANY SUCH REGISTRATION STATEMENT INCLUDING INFORMATION WITH RESPECT TO
INVESTOR, INVESTOR'S BENEFICIAL OWNERSHIP OF SECURITIES OF THE COMPANY OR
INVESTOR'S INTENDED METHOD OF DISPOSITION OF REGISTRABLE SECURITIES MUST CONFORM
TO THE INFORMATION PROVIDED TO THE COMPANY BY INVESTOR OR INVESTOR'S COUNSEL.
6
3.8
COMFORT LETTER; LEGAL OPINION.
AT THE REQUEST OF INVESTOR AND ON
THE DATE THAT REGISTRABLE SECURITIES ARE DELIVERED TO AN UNDERWRITER FOR SALE IN
CONNECTION WITH THE REGISTRATION STATEMENT, THE COMPANY WILL FURNISH TO INVESTOR
AND THE UNDERWRITERS (I) A LETTER, DATED SUCH DATE, FROM THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, IN FORM AND SUBSTANCE AS IS
CUSTOMARILY GIVEN BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN
AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS; AND (II) AN
OPINION, DATED SUCH DATE, FROM COUNSEL REPRESENTING THE COMPANY FOR PURPOSES OF
THE REGISTRATION STATEMENT, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN
UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS AND INVESTOR.
3.9
DUE DILIGENCE; CONFIDENTIALITY.
(A)
THE COMPANY WILL MAKE AVAILABLE FOR INSPECTION BY INVESTOR ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO THE REGISTRATION
STATEMENT, AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY INVESTOR
OR UNDERWRITER (COLLECTIVELY, THE "INSPECTORS"), ALL PERTINENT FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY
(COLLECTIVELY, THE "RECORDS"), AS EACH INSPECTOR REASONABLY DEEMS NECESSARY TO
ENABLE THE INSPECTOR TO EXERCISE ITS DUE DILIGENCE RESPONSIBILITY.
THE COMPANY
WILL CAUSE ITS OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION THAT
ANY INSPECTOR MAY REASONABLY REQUEST FOR PURPOSES OF PERFORMING SUCH DUE
DILIGENCE.
(B)
EACH INSPECTOR WILL HOLD IN CONFIDENCE, AND WILL NOT MAKE ANY
DISCLOSURE (EXCEPT TO AN INVESTOR) OF, ANY RECORDS OR OTHER INFORMATION THAT THE
COMPANY DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL, AND OF WHICH DETERMINATION
THE INSPECTORS ARE SO NOTIFIED, UNLESS (I) THE DISCLOSURE OF SUCH RECORDS IS
NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION
STATEMENT, (II) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR
OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT JURISDICTION, (III) THE
INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY OTHER AGREEMENT (TO THE
KNOWLEDGE OF THE RELEVANT INSPECTOR), (IV) THE RECORDS OR OTHER INFORMATION WAS
DEVELOPED INDEPENDENTLY BY AN INSPECTOR WITHOUT BREACH OF THIS AGREEMENT, (V)
THE INFORMATION WAS KNOWN TO THE INSPECTOR BEFORE RECEIPT OF SUCH INFORMATION
FROM THE COMPANY, OR (VI) THE INFORMATION WAS DISCLOSED TO THE INSPECTOR BY A
THIRD PARTY WITHOUT RESTRICTION.
THE COMPANY IS NOT REQUIRED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION IN THE RECORDS TO ANY INSPECTOR UNLESS AND UNTIL SUCH
INSPECTOR HAS ENTERED INTO A CONFIDENTIALITY AGREEMENT (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY) WITH THE COMPANY WITH RESPECT THERETO,
SUBSTANTIALLY IN THE SUBSTANCE OF THIS SECTION 3.9(B).
EACH INVESTOR WILL, UPON
LEARNING THAT DISCLOSURE OF RECORDS