Common use of Auditor Comfort Letters Clause in Contracts

Auditor Comfort Letters. (i) The Representatives shall have received “comfort letters,” dated the date hereof, of KPMG in form and substance reasonably satisfactory to the Representatives, covering the financial information of the Company included or incorporated by reference in the Registration Statements and the 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 Closing Date, the Underwriters shall have received from KPMG “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 KPMG with respect to the financial information of the Company 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 (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 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 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 Closing Date, the Underwriters shall have received from Deloitte “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 (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 Representatives.

Auditor Comfort Letters. Upon execution of this Agreement and (ix) The Representatives 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 have received cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters (the “comfort letters,” Auditor Comfort Letters”) addressed to the Agents dated the date hereofsuch Auditor Comfort Letters is delivered, of KPMG in form and substance reasonably satisfactory to the RepresentativesAgents, covering 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 Company included or 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 Statements Statement and the General Disclosure Package Prospectuses and other customary matters ordinarily covered audited by accountants’ “comfort letters” such auditors comply as to underwriters form in connection all material respects with registered public offerings. In addition, on 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 Closing Datecase, the Underwriters shall “Initial Auditor Comfort Letters”) and (C) if applicable, updating the Initial Auditor Comfort Letters with any information which would have received from KPMG “bring-down comfort letters” dated been included in the Initial Auditor Comfort Letters had they been given on such Closing Date addressed date and modified as necessary to relate to the UnderwritersRegistration Statement and the Prospectuses, in form as amended and substance reasonably satisfactory supplemented to the Representatives, in the form date of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings of KPMG with respect to the financial information of the Company 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 (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 Representativesletter. (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 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 Closing Date, the Underwriters shall have received from Deloitte “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 (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 Representatives.

Auditor Comfort Letters. Upon execution of this Agreement and (ix) The Representatives 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 have received cause PricewaterhouseCoopers LLP to furnish to the Agents a letter (the “comfort letters,” Auditor Comfort Letter”) addressed to the Agents dated the date hereofany such Auditor Comfort Letter is delivered, of KPMG in form and substance reasonably satisfactory to the RepresentativesAgents, covering acting reasonably, (A) 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 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 Company included or 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 Statements Statement and the General Disclosure Package Prospectuses and other customary matters ordinarily covered audited by accountants’ 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 “comfort letters” Initial Auditor Comfort Letter”) and (C) if applicable, updating the Initial Auditor Comfort Letter with any information which would have been included in the Initial Auditor Comfort Letter had it been given on such date and modified as necessary to underwriters in connection with registered public offeringsrelate 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 Closing DateRepresentation 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 Underwriters Corporation shall have received from KPMG cause MNP LLP to furnish to the Agents a letter (the “bring-down comfort letters” dated such Closing Date Redecan Auditor Comfort Letter”) addressed to the UnderwritersAgents dated the date any such Redecan Auditor Comfort Letter is delivered, in form and substance reasonably satisfactory to the RepresentativesAgents, in acting reasonably, (A) relating to the form verification of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings certain of KPMG with respect to 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 Company included or 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 Statements Statement and the Final Prospectus Prospectuses and any amendment or supplement thereto audited by such auditors comply as to form in all material respects with the applicable accounting requirements of the Securities Act and other customary matters ordinarily covered Canadian Securities Laws and the related regulations adopted by accountants’ the SEC and the Canadian Qualifying Authorities (the first such letter, the “comfort letters” to underwriters in connection with registered public offerings Redecan Initial Auditor Comfort Letter”) and (iiC) procedures shall be brought down 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 a date no more than three (3) business days prior relate to such Closing Datethe Registration Statement and the Prospectuses, except as otherwise agreed by the Representatives. (ii) The Representatives shall have received “comfort letters,” dated amended and supplemented to 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 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 Closing Date, the Underwriters shall have received from Deloitte “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 (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 Representativesletter.

Auditor Comfort Letters. Upon execution of this Agreement and (ix) The Representatives 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 have received cause each of PKF O’Xxxxxx Dxxxxx, LLP and KPMG LLP, the Corporation’s current and former auditors, respectively, to furnish to the Agents a letter (each, an “comfort letters,” Auditor Comfort Letter”) addressed to the Agents dated the date hereofsuch Auditor Comfort Letter is delivered, of KPMG in form and substance reasonably satisfactory to the RepresentativesAgents, covering acting reasonably, (A) relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and 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 were at the time of their report independent public accountants within the meaning of the Company included or Securities Act, the Rules and Regulations, and Canadian Securities Laws and the rules and regulations thereunder, and that in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Registration Statements Statement and the General Disclosure Package Prospectuses and other customary matters ordinarily covered audited by accountants’ “comfort letters” such auditors comply as to underwriters form in connection all material respects with registered public offerings. In addition, on 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 Closing Datecase, the Underwriters shall “Initial Auditor Comfort Letter”) and (C) if applicable, updating the Initial Auditor Comfort Letter with any information which would have received from KPMG “bring-down comfort letters” dated been included in the Initial Auditor Comfort Letter had it been given on such Closing Date addressed date and modified as necessary to relate to the UnderwritersRegistration Statement and the Prospectuses, in form as amended and substance reasonably satisfactory supplemented to the Representatives, in the form date of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings of KPMG with respect to the financial information of the Company 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 (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 Representativesletter. (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 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 Closing Date, the Underwriters shall have received from Deloitte “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 (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 Representatives.

Auditor Comfort Letters. Upon execution of this Agreement and (ix) The Representatives 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 have received cause PricewaterhouseCoopers LLP and MNP LLP to furnish to the Agents letters (the “comfort letters,” Auditor Comfort Letters”) addressed to the Agents dated the date hereofsuch Auditor Comfort Letters is delivered, of KPMG in form and substance reasonably satisfactory to the RepresentativesAgents, covering 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 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 Company included or 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 Statements Statement and the General Disclosure Package Prospectuses and other customary matters ordinarily covered audited by accountants’ “comfort letters” such auditors comply as to underwriters form in connection all material respects with registered public offerings. In addition, on 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 Closing Datecase, the Underwriters shall “Initial Auditor Comfort Letters”) and (C) if applicable, updating the Initial Auditor Comfort Letters with any information which would have received from KPMG “bring-down comfort letters” dated been included in the Initial Auditor Comfort Letters had they been given on such Closing Date addressed date and modified as necessary to relate to the UnderwritersRegistration Statement and the Prospectuses, in form as amended and substance reasonably satisfactory supplemented to the Representatives, in the form date of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings of KPMG with respect to the financial information of the Company 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 (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 Representativesletter. (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 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 Closing Date, the Underwriters shall have received from Deloitte “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 (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 Representatives.