SUFFICIENT TO PREVENT THE COMPANY AND
EACH OF ITS SUBSIDIARIES FROM BECOMING A CO-INSURER AND
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NOT IN ANY EVENT LESS THAN 100% OF THE INSURABLE VALUE OF THE PROPERTY INSURED;
AND THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL MAINTAIN, WITH FINANCIALLY
SOUND AND REPUTABLE INSURERS, INSURANCE AGAINST OTHER HAZARDS AND RISKS AND
LIABILITY TO PERSONS AND PROPERTY TO THE EXTENT AND IN THE MANNER CUSTOMARY FOR
COMPANIES IN SIMILAR BUSINESSES SIMILARLY SITUATED AND TO THE EXTENT AVAILABLE
ON COMMERCIALLY REASONABLE TERMS.
6.9
BOOKS AND RECORDS.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES WILL KEEP TRUE RECORDS AND BOOKS OF ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES WILL BE MADE OF ALL DEALINGS OR TRANSACTIONS IN RELATION TO ITS
BUSINESS AND AFFAIRS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
APPLIED ON A CONSISTENT BASIS.
PURCHASER UNDERSTANDS THAT THE PROVISION OF THE
INFORMATION DESCRIBED HEREIN MAY CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AND
SUCH INFORMATION WILL ONLY BE PROVIDED UPON THE EXECUTION BY PURCHASER OF A
CONFIDENTIALITY AGREEMENT, AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAW.
6.10
INTELLECTUAL PROPERTY.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES SHALL MAINTAIN IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE,
RIGHTS AND FRANCHISES AND ALL LICENSES AND OTHER RIGHTS TO USE INTELLECTUAL
PROPERTY OWNED OR POSSESSED BY IT AND REASONABLY DEEMED TO BE NECESSARY TO THE
CONDUCT THEIR RESPECTIVE BUSINESSES.
6.11
CONFIDENTIALITY.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES
AGREES THAT THEY WILL NOT DISCLOSE, AND WILL NOT INCLUDE IN ANY PUBLIC
ANNOUNCEMENT, THE NAME OF THE PURCHASER, UNLESS EXPRESSLY AGREED TO BY THE
PURCHASER OR UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE
REGULATION, AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
6.12
CORPORATE EXISTENCE.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES SHALL MAINTAIN THEIR RESPECTIVE CORPORATE EXISTENCE, AND WILL NOT
LIQUIDATE, DISSOLVE OR EFFECT A RECAPITALIZATION, RECLASSIFICATION OR
REORGANIZATION IN ANY FORM OF TRANSACTION.
IN ADDITION, NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES SHALL SELL ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S OR
ANY OF ITS SUBSIDIARIES' ASSETS, EXCEPT IN THE EVENT OF A MERGER OR
CONSOLIDATION OR SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S
OR ANY OF ITS SUBSIDIARIES' ASSETS, WHERE THE SURVIVING OR SUCCESSOR ENTITY IN
SUCH TRANSACTION (I) ASSUMES THE COMPANY'S AND EACH OF ITS SUBSIDIARIES'
OBLIGATIONS HEREUNDER AND THE RELATED AGREEMENTS AND (II) IS A PUBLICLY TRADED
COMPANY WHOSE COMMON STOCK IS QUOTED OR LISTED ON A PRINCIPAL MARKET OR
(III) SIMULTANEOUSLY WITH THE CONSUMMATION OF SUCH TRANSACTION IRREVOCABLY PAYS
IN FULL ALL OF THE OBLIGATIONS DUE AND OWING TO PURCHASER FROM THE COMPANY UNDER
THIS AGREEMENT AND/OR THE SECURITIES.
6.13
REISSUANCE OF SECURITIES.
THE COMPANY AGREES TO REISSUE
CERTIFICATES REPRESENTING THE SECURITIES WITHOUT THE LEGENDS SET FORTH IN
SECTION 5.7 ABOVE AT SUCH TIME AS (A) THE HOLDER THEREOF HAS DISPOSED OF SUCH
SECURITIES PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
OR (B) UPON RESALE SUBJECT TO AN