Common use of REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE Clause in Contracts

REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. For a period of five years from the Closing Date, the Company agrees to deliver to the Representative copies of each annual report of the Company and copies of all reports it is required to file or make available pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and will deliver to the Representative: (i) within 90 days (plus any extensions of time that the Commission grants to the Company to file its annual report on the appropriate Form) after the close of each fiscal year of the Company, a financial report of the Company and its subsidiaries, if any, on a consolidated basis, and a similar financial report of all of the Company's material unconsolidated subsidiaries, if any, all such reports to include a balance sheet as of the end of the preceding fiscal year, a statement of operations, a statement of stockholders' equity and statement of cash flows covering such fiscal year, and all to be in reasonable detail and certified by independent public accountants for the Company; (ii) within 45 days (plus any extensions of time that the Commission grants to the Company to file its quarterly report on the appropriate Form) after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal year, copies of the consolidated statements of operations, stockholders' equity and cash flows for the quarterly fiscal period and the fiscal year to the end of such quarterly fiscal period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, and the equivalent financial statements of all of the Company's material unconsolidated subsidiaries, if any, for that period, all subject to year end adjustment, certified by the principal financial or accounting officer of the Company; (iii) copies of all other statements, documents or other information which the Company mails or otherwise makes available to any class of its security holders or files with the Commission; (vi) copies of all news, press or public information releases when made; (v) copies of all letters to the Company from its independent certified public accountants concerning actual or potential deficiencies in the Company's accounting procedures or internal control of funds; and (vi) upon request in writing from the Representative, such other information as may reasonably be requested and which may be properly disclosed to the Representative with reference to the property, business and affairs of the Company and its sub sidiaries, if any. If the Company fails to furnish the Representative with financial statements as herein provided, within the times specified herein, upon notice to the Company the Representa tive shall have the right to have such financial statements prepared by independent public ac countants of such Representative's own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same; provided, however, the Company shall have the right to furnish the financial statements to the Representative at any time after the Representative retains independent public accountants to prepare the financial statements in which event the amount of fees that the Company shall be obligated to pay to the independent public accountants selected by the Representative will be limited to those fees (including any retainer paid) actually incurred to the point in time that the Company furnishes the required financial statements.

REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. For The Company has engaged Ernst & Young, LLP to prepare the Company's audited financial statements for a period of no less than three (3) years from the Effective Date. During the period of five years from the Closing Date, the Company agrees to shall deliver to the Representative Representative, copies of each annual report of the Company and copies of all reports it is required to file or make available pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act")Company, and will shall deliver to the Representative: (i) within 90 days (plus any extensions of time that the Commission grants to the Company to file its annual report on the appropriate Form) after the close of each fiscal year of the CompanyCompany (or as soon as filed with the Commission, if later), a financial report of the Company and its subsidiaries, if any, on a consolidated basis, and a similar financial report of all of the Company's material unconsolidated subsidiaries, if any, all such reports to include a balance sheet as of the end of the preceding fiscal year, a statement of operationsan income statement, a statement of stockholderschanges in financial condition and an analysis of shareholders' equity and statement of cash flows covering such fiscal year, and all to be in reasonable detail and certified including an audit report by independent public accountants for the Company; (ii) within 45 days (plus any extensions of time that the Commission grants to the Company to file its quarterly report on the appropriate Form) after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal yearyear (or as soon as filed with the Commission, if later), copies of the unaudited consolidated statements income statement and statement of operations, stockholders' equity and cash flows changes in financial condition for the quarterly fiscal period and the fiscal year to the end of such quarterly fiscal that period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, and the equivalent income statement, statement of changes in financial statements condition and the balance sheet of all of the Company's material each unconsolidated subsidiariessubsidiary, if any, of the Company for that period, all subject to year year-end adjustment, certified by the principal financial or accounting officer of the Company; (iii) copies of all other statements, documents documents, or other information which the Company mails shall mail or otherwise makes make available to any class of its security holders or files with the Commission; (vi) copies of all news, press or public information releases when made; (v) copies of all letters to the Company from its independent certified public accountants concerning actual or potential deficiencies in the Company's accounting procedures or internal control of funds; and (vi) upon request in writing from the Representative, such other information as may reasonably be requested and which may be properly disclosed to the Representative with reference to the property, business and affairs of the Company and its sub sidiaries, if any. If the Company fails to furnish the Representative with financial statements as herein provided, within the times specified herein, upon notice to the Company the Representa tive shall have the right to have such financial statements prepared by independent public ac countants of such Representative's own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same; provided, however, the Company shall have the right to furnish the financial statements to the Representative at any time after the Representative retains independent public accountants to prepare the financial statements in which event the amount of fees that the Company shall be obligated to pay to the independent public accountants selected by the Representative will be limited to those fees (including any retainer paid) actually incurred to the point in time that the Company furnishes the required financial statements.security

REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. From and ------------------------------------------------------ after June 30, 1997, the date of the most recent quarterly financial statement filed with the Commission and continuing through the Closing Date, the Company shall furnish to the Representative and to legal counsel for the Representative, the Company's unaudited monthly financial statements. For a period of five (5) years from the Closing Date, the Company agrees to deliver to the Representative copies of each annual report of the Company and copies of all reports it is required to file or make available pursuant to the Securities Shares Exchange Act of 1934, as amended ("Exchange Act"), and will deliver to the Representative: (i) within 90 ninety (90) days (plus any extensions of time that the Commission grants to the Company to file its annual report on the appropriate Form) after the close of each fiscal year of the Company, a financial report of the Company and its subsidiaries, if any, Subsidiaries on a consolidated basis, and a similar financial report of all of the Company's material unconsolidated subsidiaries, if anySubsidiaries, all such reports to include a balance sheet as of the end of the preceding fiscal year, a statement of operations, a statement of stockholders' equity and statement of cash flows covering such fiscal year, and all to be in reasonable detail and certified by independent public accountants for the Company; (ii) within 45 forty-five (45) days (plus any extensions of time that the Commission grants to the Company to file its quarterly report on the appropriate Form) after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal year, copies of the consolidated statements of operations, stockholders' equity and cash flows for the quarterly fiscal period and the fiscal year to the end of such quarterly fiscal period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, Subsidiaries and the equivalent financial statements of all of the Company's material unconsolidated subsidiaries, if anySubsidiaries, for that period, all subject to year end adjustment, certified by the principal financial or accounting officer of the Company; (iii) copies of all other statements, documents or other information which the Company mails or otherwise makes available to any class of its security holders or files with the Commission; (vi) copies of all news, press or public information releases when made; (v) copies of all letters to the Company from its independent certified public accountants concerning actual or potential deficiencies in the Company's accounting procedures or internal control of funds; and (vi) upon request in writing from the Representative, such other information as may reasonably be requested and which may be properly disclosed to the Representative with reference to the property, business and affairs of the Company and its sub sidiaries, if anySubsidiaries. If the Company fails to furnish the Representative with financial statements as herein provided, within the times specified herein, upon notice to the Company the Representa tive Representative shall have the right to have such financial statements prepared by independent public ac countants accountants of such Representative's own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same; provided, however, the Company shall have the right to furnish the financial statements to the Representative at any time after the Representative retains independent public accountants to prepare the financial statements in which event the amount of fees that the Company shall be obligated to pay to the independent public accountants selected by the Representative will be limited to those fees (including any retainer paid) actually incurred to the point in time that the Company furnishes the required financial statements.

REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. For a period of five years from the Closing Date, the Company agrees to deliver to the Representative copies of each annual report of the Company and copies of all reports it is required to file or make available pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and will deliver to the Representative: (i) within 90 days (plus any extensions of time that the Commission grants to the Company to file its annual report on the appropriate Form) after the close of each fiscal year of the Company, a financial report of the Company and its subsidiaries, if any, on a consolidated basis, and a similar financial report of all of the Company's material unconsolidated subsidiaries, if any, all such reports to include a balance sheet as of the end of the preceding fiscal year, a statement of operations, a statement of stockholders' equity and statement of cash flows covering such fiscal year, and all to be in reasonable detail and certified by independent public accountants for the Company; (ii) within 45 days (plus any extensions of time that the Commission grants to the Company to file its quarterly report on the appropriate Form) after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal year, copies of the consolidated statements of operations, stockholders' equity and cash flows for the quarterly fiscal period and the fiscal year to the end of such quarterly fiscal period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, and the equivalent financial statements of all of the Company's material unconsolidated subsidiaries, if any, for that period, all subject to year end adjustment, certified by the principal financial or accounting officer of the Company; (iii) copies of all other statements, documents or other information which the Company mails or otherwise makes available to any class of its security holders or files with the Commission; (vi) copies of all news, press or public information releases when made; (v) copies of all letters to the Company from its independent certified public accountants concerning actual or potential deficiencies in the Company's accounting procedures or internal control of funds; and (vi) upon request in writing from the Representative, such other information as may reasonably be requested and which may be properly disclosed to the Representative with reference to the property, business and affairs of the Company and its sub sidiariessubsidiaries, if any. If the Company fails to furnish the Representative with financial statements as herein provided, within the times specified herein, upon notice to the Company the Representa tive Representative shall have the right to have such financial statements prepared by independent public ac countants accountants of such Representative's own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same; provided, however, the Company shall have the right to furnish the financial statements to the Representative at any time after the Representative retains independent public accountants to prepare the financial statements in which event the amount of fees that the Company shall be obligated to pay to the independent public accountants selected by the Representative will be limited to those fees (including any retainer paid) actually incurred to the point in time that the Company furnishes the required financial statements.

REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. For a period of five years from the Closing Date, the Company agrees to deliver to the Representative copies of each annual report of the Company and copies of all reports it is required to file or make available pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and will deliver to the Representative: (i) within 90 days (plus any extensions of time that the Commission grants to the Company to file its annual report on the appropriate Form) after the close of each fiscal year of the Company, a financial report of the Company and its subsidiaries, if any, on a consolidated con- solidated basis, and a similar financial report of all of the Company's material unconsolidated subsidiaries, if any, all such reports to include a balance sheet as of the end of the preceding fiscal year, a statement of operations, a statement of stockholders' equity and statement of cash flows covering such fiscal year, and all to be in reasonable detail and certified by independent public accountants for the Company; (ii) within 45 days (plus any extensions of time that the Commission grants to the Company to file its quarterly report on the appropriate Form) after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal year, copies of the consolidated statements of operations, stockholders' equity and cash flows for the quarterly fiscal period and the fiscal year to the end of such quarterly fiscal period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, and the equivalent financial statements of all of the Company's material unconsolidated subsidiaries, if any, for that period, all subject to year end adjustment, certified by the principal financial or accounting officer of the Company; (iii) copies of all other statements, documents or other information which the Company mails or otherwise makes available to any class of its security holders or files with the Commission; (vi) copies of all news, press or public information releases when made; (v) copies of all letters to the Company from its independent certified public accountants concerning actual or potential deficiencies in the Company's accounting procedures or internal control of funds; and (vi) upon request in writing from the Representative, such other information as may reasonably be requested and which may be properly disclosed to the Representative with reference to the property, business and affairs of the Company and its sub sidiariessubsidiaries, if any. If the Company fails to furnish the Representative with financial statements as herein provided, within the times specified herein, upon notice to the Company the Representa tive Representative shall have the right to have such financial statements prepared by independent public ac countants accountants of such Representative's own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same; provided, however, the Company shall have the right to furnish the financial statements to the Representative at any time after the Representative retains independent public accountants to prepare the financial statements in which event the amount of fees that the Company shall be obligated to pay to the independent public accountants selected by the Representative will be limited to those fees (including any retainer paid) actually incurred to the point in time that the Company furnishes the required financial statements.