Common use of Subsequent Delivery of Comfort Letters Clause in Contracts

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP forthwith to furnish such Agent a letter, dated the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than an amendment or supplement relating solely to the issuance of securities other than the Notes) or there is filed with the SEC Commission any document incorporated incorporated, or deemed to be incorporated, by reference into the Prospectus which contains additional financial statement information or, (if required pursuant relating to the terms of a Terms Agreement) Company or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall cause PricewaterhouseCoopers LLP forthwith the Company's independent registered public accounting firm, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to furnish such the Agents or to the Agent party to the Terms Agreement, as the case may be, a letter, dated the date of effectiveness filing of such amendment, supplement or document with the SECCommission, or the date of such saleSettlement Date, as the case may be, in form satisfactory to counsel for the Agents (or such Agent), of the same general tenor as the portions of the letter referred furnished pursuant to in clauses (i) and (ii) of Section 5(e5(d) hereof (other than the information required by the last sentence thereof, except in the case of a Terms Agreement, the terms of which so require) but modified modified, as necessary, to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, letter and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP the Company's independent registered public accounting firm may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. Each Subject to the provisions of Section 4(l) hereof and unless the Agents shall otherwise specify, each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC Commission any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP forthwith or other independent certified public accountants reasonably satisfactory to the Agents, as soon as practicable to furnish such Agent the Agents a letter, dated the date of the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to such Agentthe Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Ernst & Young LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agentthe Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than an amendment or supplement relating solely to the issuance of securities other than the Notes) or there is filed with the SEC Commission any document incorporated incorporated, or deemed to be incorporated, by reference into the Prospectus which contains additional financial statement information or, (if required pursuant relating to the terms of a Terms Agreement) Company or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall cause PricewaterhouseCoopers LLP forthwith the Company's independent public accountants, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to furnish such the Agents or to the Agent party to the Terms Agreement, as the case may be, a letter, dated the date of effectiveness filing of such amendment, supplement or document with the SECCommission, or the date of such saleSettlement Date, as the case may be, in form satisfactory to counsel for the Agents (or such Agent), of the same general tenor as the portions of the letter referred furnished pursuant to in clauses (i) and (ii) of Section 5(e5(d) hereof (other than the information required by the last sentence thereof, except in the case of a Terms Agreement, the terms of which so require) but modified modified, as necessary, to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, letter and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP the Company's independent public accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC Commission any document incorporated incorporated, or deemed to be incorporated, by reference into the Prospectus which contains additional financial statement information or, (if required pursuant relating to the terms of a Terms Agreement) Company or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to cause PricewaterhouseCoopers LLP forthwith the Company's independent public accountants, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to furnish such the Agents or to the Agent party to the Terms Agreement, as the case may be, a letter, dated the date of effectiveness filing of such amendment, supplement or document with the SECCommission, or the date of such saleSettlement Date, as the case may be, in form satisfactory to counsel for the Agents (or such Agent), of the same general tenor as the portions of the letter referred furnished pursuant to in clauses (i) and (ii) of Section 5(e5(d) hereof (other than the information required by the last sentence thereof, except in the case of a Terms Agreement, the terms of which so require) but modified modified, as necessary, to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, letter and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP the Company's independent public accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an the Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP forthwith to furnish such the Agent a letter, dated the date of effectiveness of such amendment, supplement or document with the SECSEC , or the date of such sale, as the case may be, in form satisfactory to such the Agent, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such the Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information orinformation, or (ii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by such Agent as principal) the Company sells Notes to an such Agent pursuant to a Terms Agreementas principal, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP forthwith to furnish such Agent a letter, dated the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such the Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that (i) the -------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or there is filed with supplement relating solely to the SEC any document incorporated by reference into issuance and/or offering of securities other than the Prospectus which contains additional financial information or, Notes) or (ii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreementas principal, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP forthwith to furnish such to the Purchasing Agent a letter, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or document with the SECas applicable, or the date of such sale, as the case may be, in form satisfactory to such the Purchasing Agent, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(d) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such the Purchasing Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that (i) the -------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or there is filed with supplement relating solely to the SEC any document incorporated by reference into issuance and/or offering of securities other than the Prospectus which contains additional financial information or, Notes) or (ii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall cause PricewaterhouseCoopers Price Waterhouse LLP forthwith to furnish such Agent to the Agent(s) a letter, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or document with the SECas applicable, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agent(s), of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e7(a) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Price Waterhouse LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agentthe Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Coopers and Xxxxxxx LLP forthwith to furnish such Agent the Agents with a letter, dated the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Coopers & Xxxxxxx LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agentthe Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant Prior to the terms initial sale of a Terms Agreement) -------------------------------------- any of the Company sells Notes to an Agent pursuant to a Terms Agreementwithin any fiscal quarter, the Company shall cause PricewaterhouseCoopers KPMG Peat Marwick LLP forthwith to furnish such Agent the Agents a letter, dated the date of effectiveness such initial sale, or the date of such the filing of an amendment, supplement or document with including or incorporating by reference additional financial information in the SEC, Registration Statement or the date of Prospectus; such sale, as the case may be, letter shall be in form satisfactory to such Agentthe Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers KPMG Peat Marwick LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial financial, or statistical nature is of such a nature that, in the Agents' reasonable judgment of such Agentjudgment, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or (2) there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company and the Guarantor shall cause PricewaterhouseCoopers LLP Deloitte & Touche LLP, or their successors, forthwith to furnish such Agent the Agents a letter, dated the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Guarantor and the Company; providedPROVIDED, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other information.include

Subsequent Delivery of Comfort Letters. Each time -------------------------------------- that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or there is filed with supplement relating solely to the SEC any document incorporated by reference into issuance and/or offering of securities other than the Prospectus which contains additional financial information or, Notes) or (ii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall cause PricewaterhouseCoopers LLP forthwith to furnish such Agent to the Agent(s) a letter, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or document with the SECas applicable, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agent(s), of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e7(a) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agentthe Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or, (if required pursuant Prior to the terms initial sale of a Terms Agreement) -------------------------------------- any of the Company sells Notes to an Agent pursuant to a Terms Agreementwithin any fiscal quarter, the Company shall cause PricewaterhouseCoopers KPMG LLP forthwith to furnish such Agent the Agents a letter, dated the date of effectiveness such initial sale, or the date of such the filing of an amendment, supplement or document with including or incorporating by reference additional financial information in the SEC, Registration Statement or the date of Prospectus; such sale, as the case may be, letter shall be in form satisfactory to such Agentthe Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(e5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers KPMG LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial financial, or statistical nature is of such a nature that, in the Agents' reasonable judgment of such Agentjudgment, such letter should cover such other information.