THEREOF.
7.5
PROMPT PAYMENT OF TAXES, ETC.
THE COMPANY WILL PROMPTLY PAY AND
DISCHARGE, OR CAUSE TO BE PAID AND DISCHARGED, WHEN DUE AND PAYABLE, ALL LAWFUL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON THE INCOME,
PROFITS, PROPERTY OR BUSINESS OF THE COMPANY OR ANY SUBSIDIARY; PROVIDED,
HOWEVER, THAT ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY NEED NOT BE PAID IF THE
VALIDITY THEREOF SHALL CURRENTLY BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND IF THE COMPANY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE
RESERVES WITH RESPECT THERETO, AND PROVIDED, FURTHER, THAT THE COMPANY WILL PAY
ALL SUCH TAXES, ASSESSMENTS, CHARGES OR LEVIES FORTHWITH UPON THE COMMENCEMENT
OF PROCEEDINGS TO FORECLOSE ANY LIEN WHICH MAY HAVE ATTACHED AS SECURITY
THEREFOR.
7.6
TAX MATTERS.
UPON THE INVESTOR'S REQUEST, THE COMPANY SHALL
PROVIDE THE INVESTOR WITH SUCH INFORMATION AS IT SHALL REASONABLY REQUEST IN
CONNECTION WITH EACH OF THE INVESTOR'S AND/OR ITS AFFILIATES' PREPARATION OF
THEIR RESPECTIVE TAX RETURNS OR TO MAKE ANY TAX ELECTION THAT MAY BE AVAILABLE
TO THE INVESTOR AND/OR ITS AFFILIATES.
NEITHER THE COMPANY NOR ANY
14
OF ITS SUBSIDIARIES SHALL MAKE OR AGREE TO MAKE ANY ELECTION FOR ANY UNITED
STATES TAX PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTOR.
7.7
INSURANCE.
THE COMPANY WILL KEEP ITS ASSETS AND THOSE OF ITS
SUBSIDIARIES WHICH ARE OF AN INSURABLE CHARACTER INSURED BY FINANCIALLY SOUND
AND REPUTABLE INSURERS AGAINST LOSS OR DAMAGE BY FIRE, EXPLOSION OR OTHER RISKS
CUSTOMARILY INSURED AGAINST BY COMPANIES IN THE COMPANY'S LINE OF BUSINESS, IN
AMOUNTS SUFFICIENT TO PREVENT THE COMPANY OR ANY SUBSIDIARY FROM BECOMING A
CO-INSURER AND NOT IN ANY EVENT LESS THAN 100% OF THE INSURABLE VALUE OF THE
PROPERTY INSURED; AND THE COMPANY WILL MAINTAIN AND CAUSE ITS SUBSIDIARIES TO
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.
IN ADDITION TO THE
FOREGOING, THE COMPANY SHALL OBTAIN AND MAINTAIN IN FULL FORCE AND EFFECT, FROM
FINANCIALLY SOUND AND REPUTABLE INSURERS, DIRECTORS AND OFFICERS INSURANCE IN A
MINIMUM AMOUNT DEEMED REASONABLE BY THE BOARD OF DIRECTORS FOR THE BENEFIT OF
EACH OF ITS DIRECTORS AND OFFICERS.
7.8
COMPLIANCE WITH CERTAIN REQUIREMENTS.
THE COMPANY AND ALL ITS
SUBSIDIARIES SHALL DULY OBSERVE AND CONFORM TO ALL REQUIREMENTS OF GOVERNMENTAL
AUTHORITIES RELATING TO THE CONDUCT OF THEIR BUSINESSES OR THEIR PROPERTIES OR
ASSETS.
THE COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 2.11, 2.12, 2.19, 2.23,
2.25, 2.28 AND 2.30 OF THE PURCHASE AGREEMENT REMAIN TRUE, CORRECT AND COMPLETE
FROM AND AFTER THE DATE HEREOF ON EACH AND EVERY DAY DURING THE TERM OF THIS
AGREEMENT AS IF MADE ON AND AS OF EACH DAY DURING THE TERM HEREOF.
THE COMPANY
SHALL USE, AND CAUSE ITS SUBSIDIARIES TO USE, COMMERCIALLY REASONABLE EFFORTS TO
COMPLY