Common use of AUDIT AND OTHER REPORTS Clause in Contracts

AUDIT AND OTHER REPORTS. (A) The Borrowers agree that within ninety (90) days of the close of each fiscal year, each will furnish the Banks with a detailed financial statements, including a balance sheet, profit and loss statement, cash flow statement and surplus reconciliation, certified on an unqualified basis, by an independent certified public accountant reasonably satisfactory to the Agent (it being agreed that the Borrowers' current outside public accountant and any other "Big Six" public accounting firm are satisfactory to the Agent and the Banks); (B) The Borrowers will also furnish similar quarterly statements uncertified except for certifications by officers of the Borrowers as to their correctness within forty-five (45) days of the close of each first, second and third fiscal quarters. All such statements described in (A) and (B) above shall be prepared on a consolidated and consolidating basis and in accordance with GAAP; (C) Simultaneous with the submission of the statements required under (A) and (B) above, the Borrowers shall cause to be submitted to the Agent and the Banks certificates of the Borrowers signed on their behalf by their chief financial officer in the form of EXHIBIT L setting forth the calculations of the financial tests described in Section 6.2 hereof and stating whether or not, to the best of said officer's knowledge, after diligent inquiry, a Default or Event of Default exists, and if such exists, specifying the nature thereof and the steps the Borrowers are taking to remedy same; (D) Promptly after the furnishing thereof to third parties, the Borrowers shall furnish to the Agent and the Banks copies of any statements, reports, proxy material, registration statement and prospectus furnished to any holder of any securities of the Borrowers or filed with any regulatory agency or agencies (including, without limitation, Forms 10K and 10Q); (E) Promptly, but no later than ten (10)

AUDIT AND OTHER REPORTS. (A) The Borrowers agree Borrower agrees that within ninety one hundred twenty (90120) days of the close end of each fiscal year, each it will furnish the Banks Bank with a detailed audited financial statements, including a balance sheet, profit and loss statement, cash flow statement and surplus reconciliation, certified on an unqualified basis, by an independent certified public accountant reasonably satisfactory to Bank and a copy of the Agent (it being agreed that the Borrowers' current outside public accountant and any other "Big Six" public accounting firm are satisfactory to the Agent and the Banks)borrower 10-K filing as of such year end; (B) The Borrowers Borrower will also furnish quarterly similar quarterly statements uncertified except for certifications a certification by officers an officer of the Borrowers Borrower as to their correctness and a copy of the Borrower's 10-Q filing as of such quarter end within forty-five sixty (4560) days of the close end of each first, second and third fiscal quartersquarter. All such statements described in (A) and (B) above shall be prepared on a consolidated and consolidating basis and in accordance with GAAP; (C) Simultaneous simultaneous with the submission of the statements required under ("A) " and ("B) " above, the Borrowers Borrower shall cause to be submitted to the Agent and the Banks certificates Bank a certificate of the Borrowers signed on their behalf by their chief financial officer of Borrower in the form of EXHIBIT L exhibit 5.13 annexed hereto setting forth the calculations of the financial tests described in Section 6.2 paragraph 5.17 hereof and stating whether or not, to the best of said officer's knowledge, after diligent inquiry, inquiry a Default or Event of Default exists, and if such exists, specifying specify the nature thereof and the steps the Borrowers are Borrower is taking to remedy same; (D) Promptly promptly after the furnishing thereof to third parties, the Borrowers Borrower shall furnish to the Agent and the Banks Bank copies of any statements, reports, proxy material, registration statement and prospectus furnished to any holder of any securities of the Borrowers Borrower or filed with any regulatory agency or agencies (including, without limitation, Forms 10K and 10Q)agencies; (E) Promptlypromptly, but no later than ten five (10)5) days after a responsible officer of Borrower shall become aware of (i) a Default or Event of Default hereunder, (ii) a Reportable Event or "prohibited transaction" as such term is defined in ERISA, (iii) litigation against Borrower or any Subsidiary in excess of $25,000.00 not fully covered by insurance (iv) changes in the executive management of Borrower or (v) the termination or threatened termination of or claim of breach by Borrower or any Subsidiary of any material contract, agreement or obligation, or of any claim of patent infringement, Borrower shall furnish to Bank a written notice specifying the existence thereof and the action Borrower or any Subsidiary is taking or proposes to take with respect thereto; (F) Borrower will furnish to Bank prompt written notice if: (i) any indebtedness of Borrower or any Subsidiary is declared or shall become due and payable prior to its stated maturity, or called and not paid when due or (ii) a default shall have occurred under any note or the holder of any such note, or other evidence of Indebtedness, certificate of security evidencing any such indebtedness or any obligee with respect to any Indebtedness of Borrower or any Subsidiary has the right to declare any such Indebtedness due and payable prior to its stated maturity as a result of such default; (G) Borrower also agrees to furnish to Bank (i) with reasonable promptness a copy of any "management letter" or similar report furnished to it by its accountants and such other data and information concerning it and its Subsidiaries as from time to time may be requested by Bank and (ii) a copy of its federal tax return promptly, but no later than five (5) days, after the filing of same.

AUDIT AND OTHER REPORTS. (A) The Borrowers Obligors agree that within ninety (90) days of the close of each fiscal year, each they will furnish the Banks Bank with a detailed financial statementsreport of audit, including a balance sheet, statements of financial condition, profit and loss statement, income and cash flow statement statement, reconciliation of net worth, notes to financial statements, all calculated on a consolidated basis and surplus reconciliation, certified on an unqualified basis, by an independent certified public accountant reasonably satisfactory to the Agent (it being agreed that the Borrowers' current outside public accountant and any other "Big Six" public accounting firm are satisfactory to the Agent and the Banks)Bank; (B) The Borrowers the Obligors will also furnish similar quarterly statements uncertified except for certifications by officers of the Borrowers as to their correctness within forty-five sixty (4560) days of the close of each firstfiscal quarter, second and third fiscal quarters. All such quarterly financial statements described in (A) and (B) above shall be internally prepared by management of the Borrower, all calculated on a consolidated and consolidating basis and prepared in accordance with GAAPa format acceptable to Bank; (C) Simultaneous Simultaneously with the submission of the statements required under subsections (A) and (B) above, the Borrowers Obligors shall cause to be submitted to the Agent and the Banks certificates Bank a certificate of the Borrowers signed on their behalf by their Obligor's accountants (as to its year-end statements) and Obligors' respective chief financial officer officers in the form of EXHIBIT L Exhibit E annexed hereto (i) certifying the financial information as true, correct and complete, (ii) certifying that all representations and warranties set forth in the Loan Documents are true and correct, (iii) setting forth the calculations of the financial tests described in Section 6.2 7.2 hereof and stating whether or notattesting that none of the covenants set forth in this Agreement have been breached and (iv) certifying that no event has occurred which, to with the best passage of said officer's knowledgetime and/or giving of notice, after diligent inquiry, would constitute a Default or Event of Default exists, and if such exists, specifying the nature thereof and the steps the Borrowers are taking to remedy sameDefault; (D) Promptly after the furnishing thereof to third parties, the Borrowers Obligors shall furnish to the Agent and the Banks copies of any statements, reports, proxy material, registration statement and prospectus furnished to any holder of any securities of the Borrowers or filed with any regulatory agency or agencies (including, without limitation, Forms 10K and 10Q); (E) Promptlynotify Bank promptly, but no later than ten five (10)5) days after a responsible officer of each Obligor shall become aware of the following events (i) a Reportable Event or "prohibited transaction" as such term is defined in ERISA, (ii) the occurrence of an event which, with the passage of time and/or giving of notice, would constitute a Default or Event of Default, (iii) the commencement of any proceeding or litigation or other event which, if adversely determined, would adversely affect any Obligor's financial condition or its ability to conduct business, (iv) changes in the executive management of the Obligors, and (v) the termination or threatened termination of or claim of breach by any Obligor of any material contract, agreement or obligation, or of any claim of patent infringement, a written notice specifying the existence thereof and the action Borrower is taking or proposes to take with respect thereto; (E) the Obligors will furnish to Bank prompt written notice if (i) any Indebtedness of any Obligors is declared or shall become due and payable prior to its stated maturity, or called and not paid when due or (ii) a default shall have occurred under any note or the holder of any such note, or other evidence of Indebtedness, certificate of security evidencing any such Indebtedness or any obligee with respect to any other Indebtedness of any Obligor has the right to declare any such Indebtedness due and payable prior to its stated maturity as a result of such default; (F) Obligors agree to furnish to Bank with reasonable promptness such other data and information concerning the Obligors as from time to time may be reasonably requested by Bank; (G) Obligors agree to furnish Bank within ninety (90) days after the close of each fiscal year, an unqualified management letter by an independent accounting firm acceptable to Bank; (H) submission to the Bank, as and when filed with the SEC, copies of Borrower's form 00-X, 00-X, 0-X, as well as any registration statements and/or proxy statements filed with the SEC or any other state securities bureau or authority or any foreign securities authority; and (I) immediately upon receipt of same, furnish to the Bank prompt notice of any stop order or suspension of trading or any delisting (voluntary or involuntary) of Borrower's securities traded on the NASDAQ. All financial statements shall be prepared in accordance with GAAP.

AUDIT AND OTHER REPORTS. (A) The Borrowers Obligors agree that within ninety one hundred twenty (90120) days of the close of each fiscal year, each they will furnish the Banks Bank with a detailed financial statementsreport of audit, including a balance sheet, statements of financial condition, profit and loss statement, income and cash flow statement and surplus reconciliationstatement, reconciliation of net worth, notes to financial statements, certified on an unqualified basis, by an independent certified public accountant reasonably satisfactory to the Agent (it being agreed that the Borrowers' current outside public accountant and Bank along with a copy of Borrower's 10K report together with any other "Big Six" public accounting firm are satisfactory to information which may assist Bank in assessing the Agent and the Banks)Obligors' financial condition; (B) The Borrowers Obligors will also furnish similar quarterly statements uncertified except for certifications by officers of the Borrowers as to their correctness within forty-five sixty (4560) days of the close of each firstfiscal quarter, second and third fiscal quarters. All such statements a management prepared quarterly similar statement on a compilation basis, all prepared in a format acceptable to Bank, together with all other information described in subsection (A) and (B) above shall be prepared on a consolidated and consolidating basis and in accordance with GAAPabove, including without limitation, Borrower's 10Q report; (C) Simultaneous with the submission of the statements required under subsections (A) and (B) above, the Borrowers and for each quarter of each year, each Obligor shall cause to be submitted to the Agent and the Banks certificates Bank a certificate of the Borrowers signed on their behalf by their chief financial officer of each such Obligor in the form of EXHIBIT L Exhibit F annexed hereto (i) certifying the financial information as true, correct and complete, (ii) certifying that all representations and warranties set forth in the Loan Documents are true and correct, (iii) setting forth the calculations of the financial tests described in Section 6.2 7.2 hereof and stating whether or notattesting that none of the covenants set forth in this Agreement have been breached and (iv) certifying that no event has occurred which, to with the best passage of said officer's knowledgetime and/or giving of notice, after diligent inquiry, would constitute a Default or Event of Default exists, and if such exists, specifying the nature thereof and the steps the Borrowers are taking to remedy sameDefault; (D) In the event any Advances or Letters of Credit are outstanding at a month's end or if no Advances or Letters of Credit are so outstanding then at the end of each calendar quarter, not later than the 15th day after the end of such month or calendar quarter as applicable, an accounts receivable aging and corresponding Borrowing Base Certificate; (E) Promptly after the furnishing thereof to third parties, the Borrowers Obligors shall furnish to the Agent and the Banks Bank copies of any statements, reports, proxy material, registration statement and prospectus furnished to any holder of any securities of any of the Borrowers Obligors or filed with any regulatory agency or agencies (including, without limitation, Forms 10K and 10Q)agencies; (EF) Promptly, but no later than ten (10) days after a responsible officer of an Obligor shall become aware of (i) a Reportable Event or "prohibited transaction" as such term is defined in ERISA, (ii) the occurrence of an event which, with the passage of time and/or giving of notice, would constitute a Default or Event of Default, (iii) the commencement of any proceeding or litigation which, if adversely determined, would adversely affect an Obligor's financial condition or its ability to conduct business, (iv) changes in the executive management of any Obligor, (v) the termination or threatened termination of or claim of breach by any Obligor of any material contract, agreement or obligation, or of any claim of patent infringement, (vi) the formation of any Subsidiary of an Obligor, together with duly executed originals of the resolutions, Guaranty and security agreement required hereunder, (vii) modifications to the certificate or articles of incorporation, bylaws or other organizational documents of any Obligor and (viii) Borrower's intention to consummate a Permitted Acquisition, together with copies of all documents to be executed in connection with such contemplated Permitted Acquisition; in each case described in clauses (i)-(viii), the Obligors shall provide notice specifying the existence of the event and as to the matters described in clauses (i)-(v), the action such Obligor is taking or proposes to take