Auditors’ Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from Xxxxxx, Xxxxx & Company LLP, independent public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.
Auditors’ Comfort Letter. On the date hereof, the Representative shall have received, and the Company shall have caused to be delivered to the Representative, a letter from the Auditor addressed to the Representative, dated as of the date hereof, in form and substance satisfactory to the Representative. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Prospectus, which, in the Representative’s sole judgment, is material and adverse and that makes it, in the Representative’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Offered Securities as contemplated by the Prospectus.
Auditors’ Comfort Letter. At the Applicable Time, the Representatives shall have received a letter, dated the date of delivery thereof, of Deloitte & Touche LLP confirming that they are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder and stating to the effect that:
(i) in their opinion the financial statements and any schedules and any summary of earnings examined by them and included in the General Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations;
(ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on any unaudited financial statements included in the General Disclosure Package and the Prospectus;
(iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements, if any, and any summary of earnings included in the General Disclosure Package or the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations or any material modifications should be made to such unaudited financial statements and summary of earnings for them to be in conformity with accounting principles generally accepted in Canada;
(B) if any unaudited “capsule” information is contained in the General Disclosure Package or the Prospectus, the unaudited consolidated sales, operating income, net income and net income per share amounts or other amounts constituting such “capsule” information and described in such letter do not agree with the corresponding amounts set forth in the unaudited consolidated financial statements or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income;
(C) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than t...
Auditors’ Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from PricewaterhouseCoopers LLP a “long form” comfort letter addressed to the Underwriters, dated such date, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectuses, and confirming that they are (i) independent public, certified public or chartered accountants as required by the 1933 Act, the 1934 Act, and all Canadian Securities Laws, and (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X.
Auditors’ Comfort Letter. At the Settlement Date with respect to any Terms Agreement (but only if so indicated in such Terms Agreement), the Agents (or in the case of a Terms Agreement, the Purchaser) shall have received from the independent public accountants for the Company, a letter, dated as of such Settlement Date, in form and substance satisfactory to the Agents (or, in the case of a Terms Agreement, the Purchaser).
Auditors’ Comfort Letter. The Underwriters shall have received, on each of the date of this Agreement and the Closing Date, a letter dated as of the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from the Auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
Auditors’ Comfort Letter. 7.1 The Issuer will deliver to each of the Underwriters and the Underwriters’ counsel, at the time the Underwriters sign the Final Prospectus, a comfort letter signed by the Auditors and dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Issuer with respect to the statistical and financial information appearing in the Final Prospectus, or incorporated by reference therein, which letter will be based on a review by the Auditors within a cut-off date of not more than two business days prior to the date of the letter, and which letter will be in addition to the Auditors’ reports and opinions contained in the Final Prospectus and the Auditors’ consent addressed to the Securities Commissions.
7.2 If any statistical, financial or accounting information is contained in any Supplemental Material which is required to be executed by the Underwriters, the Issuer will deliver or cause to be delivered to the Underwriters at the time of execution thereof by the Underwriters a letter signed by the Auditors and dated the date of delivery thereof, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the statistical, financial and accounting information contained in the Supplemental Material and with respect to any material changes thereto, which letter will be based on a review by the Auditors within a cut-off date of not more than two business days of the date of such letter and which letter will be in addition to any auditors’ report contained in the Supplemental Material and the auditors’ consent addressed to the Securities Commissions.
Auditors’ Comfort Letter. The Underwriter shall have received letters, dated, respectively, the date hereof and the Closing Date and the Option Closing Date, as the case may be, of Deloitte & Touche LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and substantially in the form of Exhibit A hereto (except that, in any letter dated the Closing Date and the Option Closing Date, as the case may be, the specified date referred to in Exhibit A hereto shall be a date no more than three days prior to the Closing Date and the Option Closing Date, as the case may be).
Auditors’ Comfort Letter. At the Closing Date, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement pursuant to Section 6(d) hereof, the Agents (or, in the case of a Terms Agreement, the Purchaser) shall have received from KPMG, independent public accountants for the Company, a letter, dated as of the Closing Time or such Settlement Date, as the case may be, in form and substance satisfactory to the Agents (or, in the case of a Terms Agreement, the Purchaser).
Auditors’ Comfort Letter. 7.1 The Issuer will deliver to each of the Underwriters and the Underwriters’ counsel, at the time the Underwriters sign the Canadian Final Prospectus, a comfort letter signed by the Auditors and dated the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Issuer with respect to the statistical and financial information appearing in the Canadian Final Prospectus, the U.S. Final Prospectus, the Registration Statement, the Disclosure Package, any Supplemental Material or incorporated by reference therein, which letter will be based on a review by the Auditors within a cut-off date of not more than two business days prior to the date of the letter, and which letter will be in addition to the Auditors’ reports and opinions contained in the Final Prospectuses and the Auditors’ consent addressed to the Securities Commissions. Such letter shall also state that such auditors are independent public accountants within the meaning of Canadian Securities Laws and the U.S. Securities Act, and that in their opinion the Financial Statements included or incorporated by reference in the Canadian Prospectuses, the U.S. Prospectuses, the Disclosure Package and the Registration Statement have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with those of preceding fiscal periods.
7.2 If any statistical, financial or accounting information is contained in any Supplemental Material which is required to be executed by the Underwriters, the Issuer will deliver or cause to be delivered to the Underwriters at the time of execution thereof by the Underwriters a letter signed by the Auditors and dated the date of delivery thereof, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the statistical, financial and accounting information contained in the Supplemental Material and with respect to any material changes thereto, which letter will be based on a review by the Auditors within a cut-off date of not more than two business days of the date of such letter and which letter will be in addition to any auditors’ report contained in the Supplemental Material and the auditors’ consent addressed to the Securities Commissions.
