Common use of Auditor Comfort Letters Clause in Contracts

Auditor Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters (the “Auditor Comfort Letters”) addressed to the Agents dated the date such Auditor Comfort Letters is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) collectively relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and the Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or the documents incorporated by reference therein, which Auditor Comfort Letters shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Qualifying Authorities (the first such letter in each case, the “Initial Auditor Comfort Letters”) and (C) if applicable, updating the Initial Auditor Comfort Letters with any information which would have been included in the Initial Auditor Comfort Letters had they been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter.

Appears in 1 contract

Samples: Equity Distribution Agreement (HEXO Corp.)

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Auditor Comfort Letters. Upon execution of this Agreement and (xi) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation The Representatives shall cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters (the have received Auditor Comfort Letters”) addressed to the Agents comfort letters,” dated the date such Auditor Comfort Letters is deliveredhereof, of KPMG in form and substance reasonably satisfactory to the AgentsRepresentatives, acting reasonably, (A) collectively relating to the verification of certain of covering the financial information and statistical and accounting data relating to the Corporation and the Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or the documents incorporated by reference therein, which Auditor Comfort Letters shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, in their opinion the portion of the audited financial statements of the Corporation Company included or incorporated by reference in the Registration Statement Statements and the Prospectuses General Disclosure Package and audited other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. In addition, on each Closing Date, the Underwriters shall have received from KPMG “bring-down comfort letters” dated such auditors comply as Closing Date addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, in all material respects with the applicable accounting requirements form of the Securities Act “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and Canadian Securities Laws findings of KPMG with respect to the financial information of the Company included or incorporated by reference in the Registration Statements and the related regulations adopted Final Prospectus and any amendment or supplement thereto and other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings and (ii) procedures shall be brought down to a date no more than three (3) business days prior to such Closing Date, except as otherwise agreed by the SEC Representatives. (ii) The Representatives shall have received “comfort letters,” dated the date hereof, of Deloitte in form and substance reasonably satisfactory to the Representatives, covering the financial information of Rock Ridge included or incorporated by reference in the Registration Statements and the Canadian Qualifying Authorities (the first such letter General Disclosure Package and other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. In addition, on each caseClosing Date, the Underwriters shall have received from Deloitte Initial Auditor Comfort Letters”bring-down comfort letters” dated such Closing Date addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, in the form of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings of Deloitte with respect to the financial information of Rock Ridge included or incorporated by reference in the Registration Statements and the Final Prospectus and any amendment or supplement thereto and other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings and (Cii) if applicableprocedures shall be brought down to a date no more than three (3) business days prior to such Closing Date, updating except as otherwise agreed by the Initial Auditor Comfort Letters with any information which would have been included in the Initial Auditor Comfort Letters had they been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letterRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Desert Peak Minerals Inc.)

Auditor Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters (the “Auditor Comfort Letters”) addressed to the Agents dated the date such Auditor Comfort Letters is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) collectively relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and the Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or the documents incorporated by reference therein, which Auditor Comfort Letters shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Qualifying Authorities (the first such letter in each case, the “Initial Auditor Comfort Letters”) and (C) if applicable, updating the Initial Auditor Comfort Letters with any information which would have been included in the Initial Auditor Comfort Letters had they been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter.

Appears in 1 contract

Samples: Equity Distribution Agreement (HEXO Corp.)

Auditor Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters a letter (the “Auditor Comfort LettersLetter”) addressed to the Agents dated the date any such Auditor Comfort Letters Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) collectively relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and the Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or the documents incorporated by reference therein, which Auditor Comfort Letters Letter shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Qualifying Authorities (the first such letter in each caseletter, the “Initial Auditor Comfort LettersLetter”) and (C) if applicable, updating the Initial Auditor Comfort Letters Letter with any information which would have been included in the Initial Auditor Comfort Letters Letter had they it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter. In addition, upon execution of this Agreement and (x) for so long as the business acquisition report of the Corporation dated September 24, 2021 (the “Business Acquisition Report”) in respect of the Corporation’s acquisition of the entities carrying on businesss as Redecan (“Redecan”) continues to be incorporated by reference into the Prospectuses, within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause MNP LLP to furnish to the Agents a letter (the “Redecan Auditor Comfort Letter”) addressed to the Agents dated the date any such Redecan Auditor Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) relating to the verification of certain of the financial information and accounting data relating to Redecan and its subsidiaries, as applicable, contained in the Business Acquisition Report, which Redecan Auditor Comfort Letter shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, independent public accountants within the meaning of the Securities Act and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, in their opinion the portion of the audited financial statements of Redecan incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Qualifying Authorities (the first such letter, the “Redecan Initial Auditor Comfort Letter”) and (C) if applicable, updating the Redecan Initial Auditor Comfort Letter with any information which would have been included in the Redecan Initial Auditor Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter.

Appears in 1 contract

Samples: Equity Distribution Agreement (HEXO Corp.)

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Auditor Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(n), the Corporation shall cause PricewaterhouseCoopers each of PKF O’Xxxxxx Dxxxxx, LLP and MNP LLP KPMG LLP, the Corporation’s current and former auditors, respectively, to furnish to the Agents letters a letter (the each, an “Auditor Comfort LettersLetter”) addressed to the Agents dated the date such Auditor Comfort Letters Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) collectively relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and the its Subsidiaries, as applicable, contained in the Registration Statement and the Prospectuses or the documents incorporated by reference therein, which Auditor Comfort Letters shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (B) stating that such auditors are or were, as applicable, were at the time of their report independent public accountants within the meaning of the Securities Act Act, the Rules and Regulations, and Canadian Securities Laws and the rules and regulations thereunder, and that, as applicable, that in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statement and the Prospectuses and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Canadian Securities Laws and the related regulations adopted by the SEC and the Canadian Qualifying Authorities (the first such letter in each case, the “Initial Auditor Comfort LettersLetter”) and (C) if applicable, updating the Initial Auditor Comfort Letters Letter with any information which would have been included in the Initial Auditor Comfort Letters Letter had they it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter.

Appears in 1 contract

Samples: Equity Distribution Agreement (Canopy Growth Corp)

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