Common use of Covenants of the Company and the Purchasers Clause in Contracts

Covenants of the Company and the Purchasers. 4.1 The Company agrees with each Purchaser that it will, following the Closing: (a) file a Form D with respect to the Securities issued at the Closing as required under Regulation D and provide a copy thereof to such Purchaser promptly after such filing; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to such Purchaser at such Purchaser's request; and (c) (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on or before the Business Day following the date of this Agreement and (ii) file with the Commission a Form 8-K describing the terms of the transactions contemplated by this Agreement and the other Transaction Documents, with this Agreement attached to such Form 8-K as an exhibit thereto, on or before the third (3rd) Business Day following the Closing Date in the form required by the Exchange Act; provided, that each Purchaser shall have a reasonable opportunity to review and comment on any such press release or Form 8-K prior to the issuance or filing thereof. 4.2 The Company agrees that it will, as long as any Purchaser or any Affiliate of such Purchaser beneficially owns any Securities: (a) maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) pay or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating to the annexation of certain property then owned by Northgate and that constitutes all or a portion of the Real Property and (B) the Northgate Owners Association Declaration; provided, however, that the Company shall not be required to pay or discharge any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP; (d) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) provide such Purchaser with copies of all materials sent to its stockholders, in each such case promptly after the filing thereof with the Commission; and (g) timely file with the Commission 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.

Covenants of the Company and the Purchasers. 4.1 The Company agrees with each Purchaser that it will, following 5.1 MAINTENANCE OF BUSINESS PRIOR TO CLOSING. Prior to the Closing, except as set forth in the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless the Purchasers have consented in writing thereto, the Company: (a) file a Form D shall, and shall cause each of its Subsidiaries to, conduct its operations and business according to their usual, regular and ordinary course consistent with respect to the Securities issued at the Closing as required under Regulation D and provide a copy thereof to such Purchaser promptly after such filingpast practice; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefromshall not, and shall provide evidence cause its Subsidiaries not to, amend their respective certificates of any such action to such Purchaser at such Purchaser's request; and (c) (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on incorporation or before the Business Day following the date of this Agreement and (ii) file with the Commission a Form 8by-K describing the terms of the transactions contemplated by this Agreement and the other Transaction Documents, with this Agreement attached to such Form 8-K as an exhibit thereto, on laws or before the third (3rd) Business Day following the Closing Date in the form required by the Exchange Act; provided, that each Purchaser shall have a reasonable opportunity to review and comment on any such press release or Form 8-K prior to the issuance or filing thereof. 4.2 The Company agrees that it will, as long as any Purchaser or any Affiliate of such Purchaser beneficially owns any Securities: (a) maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectcomparable governing instruments; (c) pay or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating shall promptly deliver to the annexation Purchasers correct and complete copies of certain property then owned by Northgate and that constitutes all any report, statement or a portion schedule filed with the SEC subsequent to the date of the Real Property and (B) the Northgate Owners Association Declaration; provided, however, that the Company shall not be required to pay or discharge any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAPthis Agreement; (d) comply with all Governmental Requirements applicable to the operation shall not, and shall not permit any of its businessSubsidiaries to, except for instances authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination, release or relinquishment of noncompliance that would not reasonably be expected to haveany material contract rights, individually or any acquisition or disposition of Assets or securities in excess of $1,000,000 in the aggregate, a Material Adverse Effectaggregate other than in the ordinary course of business consistent with past practice; (e) comply with all agreementsother than the Equity Investment, documents shall not, and instruments binding shall not permit any of its Subsidiaries to, (i) grant, confer or award any options, warrants, conversion rights or other rights or Equity Securities, not existing on it the date hereof, to acquire any shares of its capital stock or affecting other securities of the Company or its Properties Subsidiaries or business(ii) accelerate, including, without limitation, all Material Contracts, except amend or change the period of exercisability of options or restricted stock granted under any employee stock plan or authorize cash payments in exchange for instances any options granted under any of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsuch plans; (f) provide such Purchaser shall not, and shall not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividend or make any other distribution or payment with copies respect to any shares of all materials sent to its stockholderscapital stock or other ownership interests (except, in each the case of any of its wholly owned Subsidiaries, to the Company or another wholly owned Subsidiary of the Company), or (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such case promptly after action or (iii) split, combine or reclassify any of its capital stock or issue or authorize the filing thereof with the Commission; andissuance of any other securities in respect of, in lieu of or in substitution for share of its capital stock; (g) timely file shall not, and shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, securities or convertible securities (other than the issuance or shares of Common Stock upon the exercise of options, warrants or other rights outstanding on the date hereof in accordance with their present terms); or (h) shall not, and shall not permit any of its Subsidiaries to take, or agree (in writing or otherwise) or resolve to take, any of the Commission 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 terminationforegoing actions.

Covenants of the Company and the Purchasers. 4.1 (a) The Company agrees with each Purchaser that it will, following the Closing: (a) file a Form D with respect to the Securities issued at the Closing as required under Regulation D and provide a copy thereof use its commercially reasonable efforts to such Purchaser promptly after such filing; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to such Purchaser at such Purchaser's request; and (c) (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on or before the Business Day following the date of this Agreement and (ii) file with the Commission as soon as reasonably practicable following the final closing under this Agreement a registration statement on Form 8-K describing S-1 or such other form under the terms Securities Act then available to the Company (the “Registration Statement”) providing for the resale of the transactions contemplated by this Agreement and shares of Common Stock purchased hereunder, including any shares of Common Stock issuable upon exercise of the other Transaction DocumentsWarrants (collectively, with this Agreement attached the “Registrable Securities”). The Company shall use its commercially reasonable efforts to cause such Form 8-K as an exhibit thereto, on or before the third (3rd) Business Day following the Closing Date in the form required Registration Statement to be declared effective by the Exchange Act; provided, that each Purchaser shall have a reasonable opportunity to review and comment on any such press release or Form 8-K prior to Commission as soon as practicable after the issuance or initial filing thereof. 4.2 . Any Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Purchasers of any and all Registrable Securities. The Company agrees that it will, as long as any Purchaser or any Affiliate of such Purchaser beneficially owns any Securities: (a) shall use its commercially reasonable efforts to maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) pay or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating to the annexation of certain property then owned by Northgate and that constitutes all or a portion effectiveness of the Real Property and (B) Registration Statement until such time as the Northgate Owners Association DeclarationCommon Stock sold hereunder may be sold under Rule 144 under the Securities Act; provided, however, that failure to do so shall not constitute a breach under this Section 4. (b) The Company shall pay all registration expenses in connection with the registration of the Registrable Securities pursuant to this Agreement. Each Purchaser participating in a registration pursuant to this Section 4 shall bear such Purchaser’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Securities pursuant to this Agreement. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 4 with respect to Registrable Securities of any selling Purchaser that such selling Purchaser shall not be required furnish to pay or discharge the Company such information as reasonably requested by the Company to effect the registration of such Purchaser’s Registrable Securities, including information regarding such selling Purchaser, the Registrable Securities held by it, and the intended method of disposition, as well as in connection with any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith sale of Registrable Securities by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP;the Purchasers. (d) comply with all Governmental Requirements applicable to The Company shall use the operation of its businessproceeds from the offering for general corporate purposes, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) provide such Purchaser with copies of all materials sent to its stockholders, in each such case promptly after the filing thereof with the Commission; and (g) timely file with the Commission 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 terminationincluding working capital.

Covenants of the Company and the Purchasers. 4.1 (a) The Company agrees with each Purchaser that it will, following the Closing: (a) file a Form D with respect to the Securities issued at the Closing as required under Regulation D and provide a copy thereof use its best efforts to such Purchaser promptly after such filing; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to such Purchaser at such Purchaser's request; and (c) (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on or before the Business Day following the date of this Agreement and (ii) file with the Commission as soon as reasonably practicable following the final closing under this Agreement a registration statement on Form 8-K describing S-1 or such other form under the terms Securities Act then available to the Company (the “Registration Statement”) providing for the resale of the transactions contemplated by this Agreement and shares of Common Stock purchased hereunder, including any shares of Common Stock issuable upon exercise of the other Transaction DocumentsWarrants (collectively, with this Agreement attached the “Registrable Securities”). The Company shall use its commercially reasonable efforts to cause such Form 8-K as an exhibit thereto, on or before the third (3rd) Business Day following the Closing Date in the form required Registration Statement to be declared effective by the Exchange Act; provided, that each Purchaser shall have a reasonable opportunity to review and comment on any such press release or Form 8-K prior to Commission as soon as practicable after the issuance or initial filing thereof. 4.2 . Any Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Purchasers of any and all Registrable Securities. The Company agrees that it will, as long as any Purchaser or any Affiliate of such Purchaser beneficially owns any Securities: (a) shall use its commercially reasonable efforts to maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) pay or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating to the annexation of certain property then owned by Northgate and that constitutes all or a portion effectiveness of the Real Property and (B) Registration Statement until such time as the Northgate Owners Association DeclarationCommon Stock sold hereunder may be sold under Rule 144 under the Securities Act; provided, however, that failure to do so shall not constitute a breach under this Section 4. (b) The Company shall pay all registration expenses in connection with the registration of the Registrable Securities pursuant to this Agreement. Each Purchaser participating in a registration pursuant to this Section 4 shall bear such Purchaser’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Securities pursuant to this Agreement. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 4 with respect to Registrable Securities of any selling Purchaser that such selling Purchaser shall not be required furnish to pay or discharge the Company such information as reasonably requested by the Company to effect the registration of such Purchaser’s Registrable Securities, including information regarding such selling Purchaser, the Registrable Securities held by it, and the intended method of disposition, as well as in connection with any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith sale of Registrable Securities by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP;the Purchasers. (d) comply with all Governmental Requirements applicable to The Company shall use the operation of its businessproceeds from the offering for general corporate purposes, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) provide such Purchaser with copies of all materials sent to its stockholders, in each such case promptly after the filing thereof with the Commission; and (g) timely file with the Commission 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 terminationincluding working capital.

Covenants of the Company and the Purchasers. 4.1 The Company agrees with each Purchaser that it will, following the each Closing: (a) file a Form D with respect to the Securities issued at the such Closing as required under Regulation D and to provide a copy thereof to such Purchaser promptly after such filing; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the such Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to such Purchaser at such Purchaser's request; and (c) (A) with respect to the Initial Closing, (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on or before the Business Day following the date of this Agreement Initial Closing Date and (ii) file with the Commission a Form 8-K describing the terms of the transactions contemplated by this Agreement and the other Transaction Documents, with this Agreement and all exhibits attached to such Form 8-K as an exhibit thereto, on or before the third (3rd) Business Day following the Initial Closing Date in the form required by the Exchange Act; providedAct and B) with respect to the Option Closing, that each Purchaser shall have issue a reasonable opportunity to review and comment on any such press release or Form 8-K prior to announcing the issuance of the Option Debentures on or filing thereofbefore the Business Day following the Option Closing Date. 4.2 The Company agrees that it will, as long as any the Purchaser or any Affiliate of such the Purchaser beneficially owns any Securities: (a) maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (c) pay or discharge before becoming delinquent (ia) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, Property and (iib) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating to the annexation of certain property then owned by Northgate and that constitutes all or a portion of the Real Property and (B) the Northgate Owners Association DeclarationEffect; provided, however, that the Company shall not be required to pay or discharge any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP; (d) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) provide such Purchaser with copies of all materials sent to its stockholders, in each such case promptly after the filing thereof with the Commission; and (gf) timely file with the Commission all reports required to be filed pursuant to the Exchange Act and and, during the two year period beginning on the date of this Agreement, 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.

Covenants of the Company and the Purchasers. 4.1 (a) The Company agrees to file with each Purchaser that it will, following the Closing: (a) file a Form D with respect to the Securities issued at the Closing Commission as required under Regulation D and provide a copy thereof to such Purchaser promptly after such filing; (b) take such action soon as the Company reasonably determines upon the advice of counsel is necessary to qualify the Debentures and Warrants issued at the Closing for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to such Purchaser at such Purchaser's request; and (c) (i) issue a press release describing the transactions contemplated by this Agreement and the other Transaction Documents on or before the Business Day practicable following the date of this Agreement and a registration statement on Form S-1 or such other form under the Act then available to the Company (iithe “Registration Statement”) file with providing for the resale of the shares of Common Stock purchased hereunder, including any shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Registrable Securities”). The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission a Form 8-K describing as soon as practicable after the terms initial filing thereof (but in no event later than March 31, 2018). Any Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Purchasers of any and all Registrable Securities. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the transactions contemplated by this Agreement and the other Transaction Documents, with this Agreement attached to such Form 8-K as an exhibit thereto, on or before the third (3rd) Business Day following the Closing Date in the form required by the Exchange Act; provided, that each Purchaser shall have a reasonable opportunity to review and comment on any such press release or Form 8-K prior to the issuance or filing thereof. 4.2 The Company agrees that it will, as long as any Purchaser or any Affiliate of such Purchaser beneficially owns any Securities: (a) maintain its corporate existence in good standing; (b) maintain, keep and preserve all of its Properties necessary in the proper conduct of its businesses in good repair, working order and condition (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) pay or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property, (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) all of its obligations, if any, under (A) an agreement between Northgate and the City of Colorado Springs relating to the annexation of certain property then owned by Northgate and that constitutes all or a portion of the Real Property and (B) the Northgate Owners Association DeclarationRegistration Statement; provided, however, that failure to do so shall not constitute a breach under this Section 4. (b) The Company shall pay all registration expenses in connection with the registration of the Registrable Shares pursuant to this Agreement. Each Purchaser participating in a registration pursuant to this Section 4 shall bear such Purchaser’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement. (c) If the Company’s Registration Statement registering the resale of the Registrable Shares does not become effective on or prior to March 31, 2018, other than as a result of the Commission being unable to accept such filings, then each Purchaser’s sole remedy shall be to receive an additional Warrant from the Company on substantially the same terms and conditions. For the avoidance of doubt, such additional Warrant shall not be required exercisable for the number of shares of Common Stock equal to pay or discharge any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith 100% of the Common Stock purchased by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP;such Purchaser pursuant Section 1(a)(i) of this Agreement. (d) comply with all Governmental Requirements applicable It shall be a condition precedent to the operation obligations of its business, except for instances of noncompliance that would not reasonably be expected the Company to have, individually or in the aggregate, a Material Adverse Effect; (e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) provide such Purchaser with copies of all materials sent to its stockholders, in each such case promptly after the filing thereof with the Commission; and (g) timely file with the Commission all reports required to be filed take any action pursuant to this Section 4 with respect to Registrable Securities of any selling Purchaser that such selling Purchaser shall furnish to the Exchange Act and refrain from terminating its status Company such information as an issuer required reasonably requested by the Exchange Act Company to file reports thereunder even if effect the Exchange Act or registration of such Purchaser’s Registrable Securities, including information regarding such selling Purchaser, the rules or regulations thereunder would permit such terminationRegistrable Securities held by it, and the intended method of disposition, as well as in connection with any sale of Registrable Securities by the Purchasers.