Common use of Bring-Down Letter Clause in Contracts

Bring-Down Letter. On the Closing Date, the Placement Agent shall have received from Xxxxxx & Xxxxxx, PC a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and its counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 2 contracts

Samples: Placement Agency Agreement (Magnum Hunter Resources Corp), Placement Agency Agreement (Magnum Hunter Resources Corp)

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Bring-Down Letter. On At the Closing Date, the Placement Agent Underwriters shall have received from Xxxxxx & XxxxxxXxxxxxxx and Company, PC P.C. a letter (the "a “Bring-Down Letter"), dated the Closing Date, addressed to Placement Agent the Underwriters and in form and substance reasonably satisfactory to the Placement Agent and its counselUnderwriters, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Underwriting Agreement (Ziopharm Oncology Inc)

Bring-Down Letter. On At the Closing Date, the Placement Agent Agents shall have received from Xxxxxx & Xxxxxx, PC OUM a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Agency Agreement (Aradigm Corp)

Bring-Down Letter. On At the Closing Date, the Placement Agent Agents shall have received from Xxxxxx & XxxxxxXxxxx, PC PLLC a letter (the "a “Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent and its counselAgents, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Rockwell Medical Technologies Inc)

Bring-Down Letter. On At the Closing Date, the Placement Agent Agents shall have received from Xxxxxx Ernst & Xxxxxx, PC Young LLP a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent and its counselAgents, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Sangamo Biosciences Inc)

Bring-Down Letter. On the Closing Date, the each Placement Agent shall have received from Xxxxxx & Xxxxxx, PC Xxxxxxx & Xxxxx, LLP a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to each Placement Agent and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Delcath Systems Inc)

Bring-Down Letter. On the Closing Date, the Placement Agent Agents shall have received from Xxxxxx & Xxxxxx, PC KPMG LLP a letter (the "Bring-Down Letter"), dated as of the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent Agents and its counselcounsel for the Placement Agents, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Transatlantic Petroleum Ltd.)

Bring-Down Letter. On At the Closing Date, the Placement Agent Agents shall have received from Xxxxxx & Xxxxxx, PC OUM a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the that certain Comfort Letter dated February 20, 2009 (the “Comfort Letter”) and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Agency Agreement (Aradigm Corp)

Bring-Down Letter. On the Closing Date, the each Placement Agent shall have received from Xxxxxx & XxxxxxGBH CPAs, PC a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to each Placement Agent and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Houston American Energy Corp)

Bring-Down Letter. On At the Closing Date, the Placement Agent Agents shall have received from Xxxxxx & XxxxxxEFP Rxxxxxxxx, PC LLP, a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent Agents and in form and substance reasonably satisfactory to the Placement Agent and its counselAgents, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Securities Act Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Axion Power International, Inc.)

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Bring-Down Letter. On the Closing Date, the Placement Agent shall have received from Xxxxxx & Xxxxxx, PC PricewaterhouseCoopers LLP a letter (the "Bring-Down Letter"), dated as of the Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and its counselcounsel for the Placement Agent, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Fx Energy Inc)

Bring-Down Letter. On the Closing Date, the Placement Agent shall have received from Xxxxxx & Xxxxxx, PC CCR LLP a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and its counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Delcath Systems Inc)

Bring-Down Letter. On the each Closing Date, the Placement Agent shall have received from Xxxxxx & Xxxxxx, PC JonesBaggett LLP a letter (the "Bring-Down Letter"), dated the as of each Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and its counselcounsel for the Placement Agent, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Far East Energy Corp)

Bring-Down Letter. On the Closing Date, the each Placement Agent shall have received from Xxxxxxx Xxxxxx & XxxxxxCo, CPA’s PC a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to each Placement Agent and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (BPZ Resources, Inc.)

Bring-Down Letter. On the Closing Date, the each Placement Agent shall have received from Xxxxxx & Xxxxxx, PC KPMG LLP a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to each Placement Agent and in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Fuelcell Energy Inc)

Bring-Down Letter. On At the Closing Date, the Placement Agent shall have received from Xxxxxx & XxxxxxGxxxx Xxxxxxxx, PC Hong Kong, a letter (the "Bring-Down Letter"), dated the Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and its counselAgent, (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Securities Act Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.

Appears in 1 contract

Samples: Placement Agency Agreement (Beijing Med Pharm Corp)

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