BUT NO LATER THAN FIVE (5)
BUSINESS DAYS AFTER EITHER SELLER RECEIVES ANY OF THE SAME, DELIVER TO THE BUYER
A TRUE, COMPLETE, AND CORRECT COPY OF ANY SCHEDULE, REPORT, NOTICE, OR ANY OTHER
DOCUMENT DELIVERED TO SUCH SELLER BY ANY PERSON PURSUANT TO, OR IN CONNECTION
WITH, ANY OF THE REPURCHASE ASSETS.
(D)
FINANCIAL REPORTING.
EACH SELLER SHALL
MAINTAIN A SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH
GAAP, AND FURNISH TO THE BUYER:
(I)
WITHIN ONE HUNDRED TWENTY (120) DAYS
AFTER THE CLOSE OF EACH FISCAL YEAR, FINANCIAL STATEMENTS, INCLUDING A STATEMENT
OF INCOME AND CHANGES IN SHAREHOLDERS' EQUITY OF THE SELLERS FOR SUCH YEAR, AND
THE RELATED BALANCE SHEET AS AT THE END OF SUCH YEAR, ALL IN REASONABLE DETAIL
AND ACCOMPANIED BY AN OPINION OF AN ACCOUNTING FIRM AS TO SAID FINANCIAL
STATEMENTS;
(II)
WITHIN SIXTY (60) DAYS AFTER THE CLOSE OF
EACH OF THE SELLERS' FIRST THREE FISCAL QUARTERS IN EACH FISCAL YEAR UNAUDITED
BALANCE SHEETS AND INCOME STATEMENTS, FOR THE PERIOD FROM THE BEGINNING OF SUCH
FISCAL YEAR TO THE END OF SUCH FISCAL YEAR, SUBJECT, HOWEVER, TO YEAR END
ADJUSTMENTS;
(III)
WITHIN THIRTY (30) DAYS AFTER THE END OF
EACH CALENDAR MONTH, THE UNAUDITED BALANCE SHEETS OF THE SELLERS AS AT THE END
OF SUCH PERIOD AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND
RETAINED EARNINGS AND OF CASH FLOWS FOR THE SELLERS FOR SUCH PERIOD AND THE
PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH PERIOD, SUBJECT, HOWEVER, TO
YEAR END ADJUSTMENTS;
(IV)
SIMULTANEOUSLY WITH THE FURNISHING OF EACH OF
THE FINANCIAL STATEMENTS TO BE DELIVERED PURSUANT TO SUBSECTION (II) ABOVE, OR
MONTHLY UPON BUYER'S REQUEST, A CERTIFICATE IN THE FORM OF EXHIBIT VIII HERETO
AND CERTIFIED BY A RESPONSIBLE OFFICER OF SUCH SELLER;
(V)
IF APPLICABLE, COPIES OF ANY 10-KS, 10-QS,
REGISTRATION STATEMENTS AND OTHER "CORPORATE FINANCE" SEC FILINGS (OTHER THAN
8-KS) BY SUCH SELLER, WITHIN 5 BUSINESS DAYS OF THEIR FILING WITH THE SEC;
PROVIDED, THAT, SUCH SELLER OR ANY AFFILIATE WILL PROVIDE THE
40
BUYER WITH A COPY OF THE ANNUAL 10-K FILED WITH THE SEC BY SUCH SELLER OR ITS
AFFILIATES, NO LATER THAN 90 DAYS AFTER THE END OF THE YEAR; AND
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE BUSINESS AFFAIRS, OPERATIONS AND FINANCIAL CONDITION
OF SUCH SELLER AS THE BUYER MAY REASONABLY REQUEST.
(E)
VISITATION AND INSPECTION RIGHTS.
SUBJECT
TO THE PROVISIONS OF SECTION 27, THE SELLERS SHALL PERMIT THE BUYER TO INSPECT,
AND TO DISCUSS WITH A SELLER'S OFFICERS, AGENTS AND AUDITORS, THE AFFAIRS,
FINANCES, AND ACCOUNTS OF A SELLER, THE REPURCHASE ASSETS, AND THE SELLERS'
BOOKS AND RECORDS, AND TO MAKE ABSTRACTS OR REPRODUCTIONS THEREOF AND TO
DUPLICATE, REDUCE TO HARD COPY OR OTHERWISE USE ANY AND ALL COMPUTER OR
ELECTRONICALLY STORED INFORMATION OR DATA, IN EACH CASE, (I) DURING NORMAL
BUSINESS HOURS, (II) UPON REASONABLE NOTICE (PROVIDED, THAT UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT, NO NOTICE SHALL BE REQUIRED), AND (III) AT