Auditors' comfort letters. Each of the Issuer and the Guarantors will: (a) at the time of the preparation of the initial Base Prospectus; (b) on each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a); (c) if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead Manager, on each occasion when the Base Prospectus is revised, supplemented or amended (insofar as the revision, supplement or amendment concerns or contains financial information about the Issuer or the Guarantors); and (d) whenever requested to do so by a Dealer (on the basis of reasonable grounds), deliver, at the expense of the Issuer (failing which the Guarantors), to the Dealers a comfort letter or comfort letters from independent auditors of the Issuer or the Guarantors, as the case may be, in such form and with such content as the Dealers may reasonably request provided that no letter or letters will be delivered under subclause 5.7(c) above if the only revision, supplement or amendment concerned is the publication or issue of any interim or annual financial statements of the Issuer or the Guarantors, as the case may be. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 a request is made under subclause 5.7(d) above with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 2 contracts
Samples: Programme Agreement (Luxottica Group Spa), Programme Agreement (Luxottica Group Spa)
Auditors' comfort letters. Each Unless otherwise agreed between the parties (in the case of (a) and (b) below), the Issuer and the Guarantors will:
(a) at the time of the preparation of the initial Base Prospectus;
(b) on each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a);
(c) if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead Manager, on each occasion when the Base Prospectus is revised, supplemented or amended (insofar as the revision, supplement supplement, update or amendment concerns or contains financial information about the Issuer or the GuarantorsIssuer); and
(d) whenever requested to do so by a Dealer or, as the case may be, Lead Manager (on the basis of reasonable grounds), deliver, at the expense of the Issuer (failing which the Guarantors)Issuer, to the Dealers a comfort letter or comfort letters from independent auditors of the Issuer or the Guarantors, as the case may be, in such form and with such content as the Dealers may reasonably request provided that no letter or letters will be delivered under subclause 5.7(c5.7(b) above if the only revision, supplement or amendment concerned is the publication or issue of any interim or annual financial statements of the Issuer or the Guarantors, as the case may beIssuer. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 a request is made under subclause 5.7(d) above with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 2 contracts
Samples: Programme Agreement, Programme Agreement
Auditors' comfort letters. Each of the Issuer Issuers and the Guarantors Guarantor will:
(a) at the time of the preparation of the initial Base Prospectus;
(b) on each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(aclause 5(2)(a);
(c) if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead Manager, on each occasion when the Base Prospectus is revised, supplemented or amended amended, (insofar as the revision, supplement supplement, amendment or amendment update concerns or contains financial information about the Issuer Issuers or the GuarantorsGuarantor); and
(d) whenever requested to do so by a Dealer (on the basis of reasonable grounds)) and the Issuers and the Guarantor so agree, deliver, at the expense of the Issuer Issuers (failing which which, where the GuarantorsIssuer is STUF, the Guarantor), to the Dealers a comfort letter or comfort letters from independent auditors of the Issuer Issuers or the GuarantorsGuarantor, as the case may be, in such form and with such content as the Dealers may reasonably request provided that no letter or letters will be delivered under subclause 5.7(cparagraph (c) above if the only revision, supplement or amendment concerned is the publication or issue incorporation by reference of any interim or annual financial statements balance sheets or profit and loss accounts of the Issuer Issuers or the GuarantorsGuarantor, as the case may be. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 a request is made under subclause 5.7(dparagraph (d) above with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement
Auditors' comfort letters. Each of the Issuer and the Guarantors Guarantor will:
(a) at the time of the preparation of the initial Base Prospectus;
(b) on each occasion when the Base Prospectus is updated or amended pursuant to subclause Subclause 5.2(a);
(c) if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead ManagerManager (in each case, on the basis of reasonable grounds), on each occasion when the Base Prospectus is revised, supplemented or amended (insofar as the revision, supplement supplement, update or amendment concerns or contains financial information about the Issuer or the GuarantorsGuarantor); and
(d) whenever requested to do so by on such other occasions as a Dealer (on and the basis of reasonable grounds)Issuer and the Guarantor may agree, deliver, at the expense of the Issuer (failing which the GuarantorsGuarantor), to the Dealers a comfort letter or comfort letters from independent auditors of the Issuer or the GuarantorsGuarantor, as the case may be, in such form and with such content as the Dealers may reasonably request provided that no letter or letters will be delivered under subclause 5.7(cSubclause 5.8(c) above if the only revision, supplement or amendment concerned is the publication or issue of any interim or annual financial statements of the Issuer or the GuarantorsGuarantor, as the case may be. If agreed by the Issuer and any relevant Dealer and if at or prior to the time of any agreement to issue and purchase Notes under clause 2 Clause 2, a request is made under subclause 5.7(d) above for a comfort letter or comfort letters from independent auditors of the Issuer and/or the Guarantor with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement
Auditors' comfort letters. Each of the Issuer Issuers and the Guarantors will:
Guarantor will (ai) at the time of the preparation of the initial Base Prospectus;
Offering Circular, (bii) on thereafter upon each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a);
(c) if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead Manager, on each occasion when the Base Prospectus is same may be revised, supplemented or amended amended, whether by means of information incorporated by reference or otherwise, (insofar as the such revision, supplement supplement, amendment or amendment update concerns or contains financial information about the Issuer Issuers or the Guarantors); and
Guarantor) and (diii) at other times whenever so requested to do so by a Dealer (on the basis of reasonable grounds), ) deliver, at the expense of the relevant Issuer (failing which the GuarantorsGuarantor (where the relevant Issuer is CSF), ) to the Dealers a comfort letter or comfort letters from independent auditors of the relevant Issuer or the GuarantorsGuarantor (where the relevant Issuer is CSF), as the case may be, in such form and with such content as the Dealers may reasonably request provided that no such letter or letters will be delivered under subclause 5.7(cparagraph (ii) above if the only revision, supplement or amendment concerned is the publication or issue of any interim audited or annual unaudited financial statements of the relevant Issuer or the GuarantorsGuarantor (where the relevant Issuer is CSF), as the case may be. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made under subclause 5.7(d) above with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement (Cadbury Schweppes Public LTD Co)