Cold Comfort Letter of Friexxxx Xxxexxxxxx Xxxmxx xxx Schwxxxx, XXP. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, you shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects to you and to Grauxxxx Xxxlen & Millxx, xxunsel for the Representative, from Friexxxx Xxxexxxxxx Xxxmxx xxx Schwxxxx, XXP, dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
(i) confirming that they are independent accountants with respect to Salexxx xxxhin the meaning of the Act and the applicable Regulations;
(ii) stating that in their opinion the financial statements of Salexxx xx of December 31, 1996 and for the period January 23, 1996 (Date of Inception) through December 31, 1996 included in the Registration Statement and Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
(iii) stating that they have compared specific dollar amounts, number of shares, percentages of revenues and earnings, statements and other financial information pertaining to Salexxx (xxt only relating to the period January 23, 1996 (Date of Inception) through December 31, 1996) set forth in the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, and work sheets, of Salexxx xxxh the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
(iv) statements as to such other matter incident to the transaction contemplated hereby as you may reasonably request.
