REPORTED AND REMEDIED AND, IF SO, STATING IN REASONABLE DETAIL THE FACTS WITH
RESPECT THERETO;
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN TWENTY (20) DAYS
AFTER THE END OF EACH CALENDAR MONTH, AN UNAUDITED/INTERNAL BALANCE SHEET AND
STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF EACH OF THE COMPANY
AND ITS SUBSIDIARIES AS AT THE END OF AND FOR SUCH MONTH AND FOR THE YEAR TO
DATE PERIOD THEN ENDED, PREPARED ON A CONSOLIDATING AND CONSOLIDATED BASIS TO
INCLUDE THE COMPANY, EACH SUBSIDIARY OF THE COMPANY AND EACH OF THEIR RESPECTIVE
AFFILIATES, IN REASONABLE DETAIL AND STATING IN COMPARATIVE FORM THE FIGURES FOR
THE CORRESPONDING DATE AND PERIODS IN THE PREVIOUS YEAR, ALL PREPARED IN
ACCORDANCE WITH GAAP, SUBJECT TO YEAR-END ADJUSTMENTS AND ACCOMPANIED BY A
CERTIFICATE OF THE COMPANY'S PRESIDENT, CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER, STATING (I) THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED
IN ACCORDANCE WITH GAAP, SUBJECT TO YEAR-END AUDIT ADJUSTMENTS, AND (II) WHETHER
OR NOT SUCH OFFICER HAS KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT (AS
DEFINED IN THE NOTE) NOT THERETOFORE REPORTED AND REMEDIED AND, IF SO, STATING
IN REASONABLE DETAIL THE FACTS WITH RESPECT THERETO;
(D)
THE COMPANY SHALL TIMELY FILE WITH THE SEC ALL REPORTS REQUIRED TO
BE FILED PURSUANT TO THE EXCHANGE ACT AND REFRAIN FROM TERMINATING ITS STATUS AS
AN ISSUER REQUIRED BY THE EXCHANGE ACT TO FILE REPORTS THEREUNDER EVEN IF THE
EXCHANGE ACT OR THE RULES OR REGULATIONS THEREUNDER WOULD PERMIT SUCH
TERMINATION. ; AND
(e)
The Company shall deliver, or cause the applicable Subsidiary of
the Company to deliver, such other information as the Purchaser shall reasonably
request.
17
6.5
Use of Funds.
The Company shall use the proceeds of the sale of
the Note and the Warrant for general working capital purposes and the repayment
of certain indebtedness due and owing by the Company to the Accurel
shareholders, on the date hereof, only.
6.6
Access to Facilities.
Each of the Company and each of its
Subsidiaries will permit any representatives designated by the Purchaser (or any
successor of the Purchaser), upon reasonable notice and during normal business
hours, at such person's expense and accompanied by a representative of the
Company or any Subsidiary (provided that no such prior notice shall be required
to be given and no such representative of the Company or any Subsidiary shall be
required to accompany the Purchaser in the event the Purchaser believes such
access is necessary to preserve or protect the Collateral (as defined in the
Master Security Agreement) or following the occurrence and during the
continuance of an Event of Default (as defined in the Note)), to:
(A)
VISIT AND INSPECT ANY OF THE PROPERTIES OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES;
(B)
EXAMINE THE CORPORATE AND FINANCIAL RECORDS OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES (UNLESS SUCH EXAMINATION IS NOT PERMITTED BY FEDERAL, STATE
OR LOCAL LAW OR BY CONTRACT) AND MAKE COPIES THEREOF OR EXTRACTS THEREFROM; AND