Common use of Letter of Accountants Clause in Contracts

Letter of Accountants. On the date of this Agreement and at the Closing Date, the Accountants shall have furnished to the Underwriter letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Underwriter, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and stating in effect that: (i) in the opinion of the Accountants, the financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such financial statements as described in Statement on Auditing Standards No. 100, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Company, there were any decreases in operating revenues, operating income, other income or net income as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the Underwriter. Such letter shall also cover such other matters as the Underwriter shall reasonably request, including but not limited to the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements included or incorporated by reference in the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 to the Registration Statement).

Letter of Accountants. On the date of this Agreement Agreement, and at the Closing Date, the Accountants shall have furnished to the Underwriter letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Underwriter, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and its subsidiaries and stating in effect that: (i) in the opinion of the Accountants, the consolidated financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited consolidated financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such financial statements as described in Statement on Auditing Standards No. 100, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, stockholders and the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation Committee thereof through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited consolidated financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as period from the date of the latest consolidated financial statements included or incorporated by reference in the Prospectus through the date of the most recent available consolidated financial statements of the Company, there were any decreases in operating revenuesdecreases, operating income, other income or net income as compared with to the comparable corresponding period of in the preceding year, in consolidated operating revenues or in the total or per-share amounts of net income; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or stock, increase in long-term debt debt, or decrease in stockholders’ equity of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the Underwriter. Such letter shall also cover such other matters as the Underwriter shall reasonably request, including but not limited to the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements included or incorporated by reference in the Prospectus and any other information of an accounting, accounting or financial or statistical nature included or incorporated by reference therein (including Exhibit 12 to that is derived from the Registration Statement)accounting records of the Company.

Letter of Accountants. On the date of this Agreement Agreement, at a time --------------------- prior to the execution of this Agreement, and at the Closing Date, the Accountants shall have furnished to the Underwriter Underwriters letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the UnderwriterUnderwriters, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and stating in effect that: (i) in the opinion of the Accountants, the financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited financial statements of the Company, the performance of the procedures specified by the American Institute of Certified Public Company Accounting Oversight Board (United States) Accountants for a review of any such financial statements as described in Statement on Auditing Standards No. 10071, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Company, there were any decreases in operating revenues, operating income, other income or net income as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the UnderwriterUnderwriters. Such letter shall also cover such other matters as the Underwriter Underwriters shall reasonably request, including but not limited to the Company’s “'s "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " contained in the Company’s 's financial statements included or incorporated by reference in the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 to the Registration Statement)therein.

Letter of Accountants. On the date of this Agreement and at the Closing Date, the Accountants PricewaterhouseCoopers LLP shall have furnished to the Underwriter Underwriters a letter or letters, dated as of the date of this Agreement hereof and the Closing Date, respectively, in form and substance satisfactory to the UnderwriterUnderwriters, confirming that they are it is an independent registered accountants public accounting firm within the meaning of the 1933 Act and the rules and regulations of the SEC Regulations thereunder with respect to the Company and its subsidiaries and stating in effect that: (i) in the opinion of the Accountantsits opinion, the consolidated financial statements and schedules included or incorporated by reference in the Registration Statement and the Prospectus and audited by them it comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC Regulations thereunder; and; (ii) on the basis of a reading of the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such unaudited consolidated financial statements information as described in Statement on Auditing Standards No. 100XX 000, Xxxxxxx Financial Information, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, shareholders and the Board of Directors of the Company and the Audit Finance and Finance Pricing Committees of Energen Corporation thereof through a specified date not more than five days prior to the date of the applicable letterClosing Date, nothing came to the its attention of the Accountants that caused them it to believe that: (A) any material modification should be made to the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus for them to be in conformity with generally accepted accounting principles or any such unaudited consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC Regulations thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Companyperiod from April 1, 2005 to June 8, 2005, there were any decreases in operating consolidated revenues, operating income, other income earnings on common stock or net income earnings per common share as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letterJune 8, 2005, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, except in all instances for changes or decreases that the Registration Statement or the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the UnderwriterUnderwriters; and (iii) if unaudited pro forma financial statements are included or incorporated by reference in the Registration Statement and the Prospectus, on the basis of a reading of such financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the company acquired or to be acquired who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in such pro forma financial statements, nothing came to its attention that caused it to believe that such pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that such pro forma adjustments have not been properly applied to such historical amounts in the compilation of such pro forma financial statements. Such letter shall also cover such other matters as the Underwriter Underwriters shall reasonably request, including but not limited to the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements included or incorporated by reference in the Registration Statement and the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 therein. References to the Registration Statement)Statement and the Prospectus in this Section 6(d) shall include any amendments or supplements thereto at the Closing Date.

Letter of Accountants. On the date of this Agreement Agreement, and at the Closing Date, the Accountants shall have furnished to the Underwriter Underwriters letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the UnderwriterUnderwriters, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and its subsidiaries and stating in effect that: (i) in the opinion of the Accountants, the consolidated financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited consolidated financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the American Institute of Certified Public Company Accounting Oversight Board (United States) Accountants for a review of any such financial statements as described in Statement on Auditing Standards No. 10071, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, stockholders and the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation thereof through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited consolidated financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as period from the date of the latest unaudited consolidated financial statements included or incorporated by reference in the Prospectus through the date of the most recent available consolidated financial statements of the Company, there were any decreases in operating revenues, operating income, other income or net income as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the UnderwriterUnderwriters. Such letter shall also cover such other matters as the Underwriter Underwriters shall reasonably request, including but not limited to the Company’s “'s "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements " included or incorporated by reference in the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 to the Registration Statement)or incorporated by reference therein.

Letter of Accountants. On the date of this Agreement at a time prior to the execution of this Agreement and at the Firm Closing Date and such Option Closing Date, the Accountants shall have furnished to the Underwriter Underwriters letters, dated the date of this Agreement and the Firm Closing Date and such Option Closing Date, respectively, in form and substance satisfactory to the UnderwriterUnderwriters, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and the Subsidiaries and stating in effect that: (i) in the opinion of the Accountants, the consolidated financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and; (ii) on the basis of a reading of the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the American Institute of Certified Public Company Accounting Oversight Board (United States) Accountants for a review of any such financial statements as described in Statement on Auditing Standards No. 10071, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, stockholders and the Board of Directors of the Company and the Audit Audit, Executive Compensation and Finance Nominating Committees of Energen Corporation thereof through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months period ended as of the date of the most recent available financial statements of the Company, there were any decreases in operating revenues, operating income, other income earnings on common stock or net income earnings per common share as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock (except for sales under the Company's 1994 Equity Compensation Plan, its 1994 Employee Stock Purchase Plan, its Shareholder Rights Plan, and its Dividend Reinvestment and Direct Stock Purchase Plan) or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the UnderwriterUnderwriters; and (iii) if unaudited pro forma financial statements are included or incorporated by reference in the Prospectus, on the basis of a reading of such financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the company or business acquired or to be acquired who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the adjustments to the historical amounts in such financial statements, nothing came to the attention of the Accountants that caused them to believe that such financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that such pro forma adjustments have not been properly applied to such historical amounts in the compilation of such financial statements. Such letter shall also cover such other matters as the Underwriter Underwriters shall reasonably request, including but not limited to the Company’s “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " contained in the Company’s financial statements included or incorporated by reference in the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 to the Registration Statement)therein.

Letter of Accountants. On the date of this Agreement and at the Closing Date, the Accountants shall have furnished to the Underwriter letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Underwriter, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and stating in effect that: (i) in the opinion of the Accountants, the financial statements and schedules included or incorporated by reference in the Time of Sale Information and the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus and the latest available interim unaudited financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such financial statements as described in Statement on Auditing Standards No. 100, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited financial statements included or incorporated by reference in the Time of Sale Information or the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Company, there were any decreases in operating revenues, operating income, other income or net income as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent balance sheet included or incorporated by reference in the Time of Sale Information and the Prospectus, except in all instances for changes or decreases that the Time of Sale Information and the Prospectus discloses disclose have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the Underwriter. Such letter shall also cover such other matters as the Underwriter shall reasonably request, including but not limited to the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements included or incorporated by reference in the Preliminary Prospectus and the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 to the Registration Statement).

Letter of Accountants. On the date of this Agreement and at the Closing Date, the Accountants PricewaterhouseCoopers LLP shall have furnished to the Underwriter Underwriters a letter or letters, dated as of the date of this Agreement hereof and the Closing Date, respectively, in form and substance satisfactory to the UnderwriterUnderwriters, confirming that they are it is an independent registered accountants public accounting firm within the meaning of the 1933 Act and the rules and regulations of the SEC Regulations thereunder with respect to the Company and its subsidiaries and stating in effect that: (i) in the opinion of the Accountantsits opinion, the consolidated financial statements and schedules included or incorporated by reference in the Registration Statement and the Prospectus and audited by them it comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC Regulations thereunder; and; (ii) on the basis of a reading of the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such unaudited consolidated financial statements information as described in Statement on Auditing Standards No. 100XX 000, Xxxxxxx Financial Information, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, shareholders and the Board of Directors of the Company and the Audit Finance and Finance Pricing Committees of Energen Corporation thereof through a specified date not more than five days prior to the date of the applicable letterClosing Date, nothing came to the its attention of the Accountants that caused them it to believe that: (A) any material modification should be made to the unaudited consolidated financial statements statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus for them to be in conformity with generally accepted accounting principles or any such unaudited consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC Regulations thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Companyperiod from to , there were any decreases in operating consolidated revenues, operating income, other income earnings on common stock or net income earnings per common share as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, except in all instances for changes or decreases that the Registration Statement or the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the UnderwriterUnderwriters; and (iii) if unaudited pro forma financial statements are included or incorporated by reference in the Registration Statement and the Prospectus, on the basis of a reading of such financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the company acquired or to be acquired who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in such pro forma financial statements, nothing came to its attention that caused it to believe that such pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that such pro forma adjustments have not been properly applied to such historical amounts in the compilation of such pro forma financial statements. Such letter shall also cover such other matters as the Underwriter Underwriters shall reasonably request, including but not limited to the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s financial statements included or incorporated by reference in the Registration Statement and the Prospectus and any other information of an accounting, financial or statistical nature included therein (including Exhibit 12 therein. References to the Registration Statement)Statement and the Prospectus in this Section 6(d) shall include any amendments or supplements thereto at the Closing Date.

Letter of Accountants. On the date of this Agreement Agreement, and at the Closing Date, the Accountants shall have furnished to the Underwriter you letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Underwriteryou, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and its subsidiaries and stating in effect that: (i) in the opinion of the Accountants, the consolidated financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and (ii) on the basis of a reading of the unaudited consolidated financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the American Institute of Certified Public Company Accounting Oversight Board (United States) Accountants for a review of any such financial statements as described in Statement on Auditing Standards No. 10071, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, stockholders and the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation Committee thereof through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited consolidated financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as period from the date of the latest consolidated financial statements included or incorporated by reference in the Prospectus through the date of the most recent available consolidated financial statements of the Company, there were any decreases in operating revenues, operating income, other income earnings from operations or net income earnings available to common shareholders as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets common shareholders' equity of the Company as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Prospectus, except in all instances for changes or decreases that the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the Underwriteryou. Such letter shall also cover such other matters as the Underwriter you shall reasonably request, including but not limited to the Company’s “'s "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " contained in the Company’s 's financial statements included or incorporated by reference in the Prospectus and any other information of an accounting, accounting or financial or statistical nature included or incorporated by reference therein (including Exhibit 12 to that is derived from the Registration Statement)accounting records of the Company.