OF EACH MONTH, A COPY OF THE
FINANCIAL STATEMENTS OF THE COMPANY FOR SUCH MONTH AND FOR THE FISCAL YEAR TO
DATE, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OR CONTROLLER OF THE COMPANY TO
PRESENT FAIRLY THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND OTHER
INFORMATION PRESENTED THEREIN AND TO HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR END ADJUSTMENTS AND EXCEPT THAT NO
FOOTNOTES NEED BE INCLUDED WITH SUCH FINANCIAL STATEMENTS;
(B)
THE COMPANY SHALL DELIVER TO THE PURCHASERS
WITHIN NINETY (90) DAYS AFTER THE CLOSE OF EACH FISCAL YEAR OF THE COMPANY,
(I) COPIES OF THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR SUCH YEAR,
AUDITED BY NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND
(II) COPIES OF THE UNQUALIFIED OPINIONS AND MANAGEMENT LETTERS DELIVERED BY SUCH
ACCOUNTANTS IN CONNECTION WITH SUCH FINANCIAL STATEMENTS.
(C)
THE COMPANY SHALL DELIVER TO THE PURCHASERS
AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN FIVE (5) BUSINESS DAYS AFTER THEY
ARE SENT, MADE AVAILABLE OR FILED, COPIES OF ALL REGISTRATION STATEMENTS AND
REPORTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL
REPORTS, PROXY STATEMENTS AND FINANCIAL STATEMENTS SENT OR MADE AVAILABLE BY THE
COMPANY TO ITS SHAREHOLDERS GENERALLY.
(D)
ALL MATERIAL NON-PUBLIC INFORMATION AND
DATA, IN WHATEVER FORM, OBTAINED BY THE PURCHASERS IN RESPECT OF THE COMPANY AND
THE SUBJECT-MATTER OF THIS AGREEMENT (THE "CONFIDENTIAL INFORMATION") SHALL BE
HELD BY THE PURCHASERS IN THE STRICTEST CONFIDENCE AND SHALL NOT BE DISCLOSED TO
ANY THIRD PARTY; PROVIDED, THAT SUCH CONFIDENTIAL INFORMATION MAY BE DISCLOSED
IF THE DISCLOSURE (I) IS MADE WITH THE CONSENT OF THE COMPANY, (II) IS MADE TO
AN AFFILIATE (INCLUDING ANY GENERAL PARTNER, MANAGER, DIRECTOR, OFFICER OR
EMPLOYEE) OF ANY PURCHASER OR OF ANY AFFILIATE, AND SUCH AFFILIATE AGREES TO BE
SUBJECT TO SUCH CONFIDENTIALITY PROVISIONS, (III) IS REQUIRED BY LAW OR BY A
GOVERNMENTAL AUTHORITY, (IV) IS IN RESPECT OF INFORMATION OR DATA THAT IS IN THE
PUBLIC DOMAIN AT THE TIME OF THE DISCLOSURE THROUGH NO FAULT OF THE PURCHASER OR
ANY PARTY TO WHICH IT HAS DISCLOSED THE INFORMATION, (V) IS MADE TO THE
PURCHASERS' ADVISORS OR REPRESENTATIVES, WHICH AGREE TO MAINTAIN THE
CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION OR (VI) IS RECEIVED FROM A THIRD
PARTY NOT SUBJECT TO CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO SUCH
INFORMATION. THE PURCHASERS SHALL USE COMMERCIALLY REASONABLY EFFORTS TO CAUSE
THEIR AFFILIATES, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, ADVISORS AND
OTHER RELATED PARTIES, TO OBSERVE THE RESTRICTIONS SET FORTH THIS
SECTION 5.8(B) AS IF
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THEY WERE THE PURCHASER, AND THE PURCHASERS SHALL BE RESPONSIBLE TO THE COMPANY
FOR ANY BREACH OF THE PROVISIONS OF THIS SECTION 5.8(B) BY ANY OF SUCH PARTIES.
Section 5.9
Insurance. The
Company shall and shall cause each Subsidiary to maintain insurance
(i) covering, without limitation, fire, theft, burglary, public liability,
property damage, product liability and workers' compensation and (ii) on all
property and assets material to the operation of the business, all in amounts
customary for the Company's