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 (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) 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 its outside accounting firm forthwith to furnish 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 the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(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(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, such 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 the 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 Commission any document incorporated by reference into the Prospectus which contains additional financial statement information (other than any amendment or supplement relating to the offering of equity securities Company or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent the Securities pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to cause its outside accounting firm 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 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 AgentsAgents (or such Agent), of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(e) hereof but modified modified, as necessary, 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(c5(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 primarily to include financial information as of and for a fiscal quarter, such the Company's independent certified 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 the Agents, such letter should cover such other informationsupplement.

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 supplement which relates exclusively to the issuance and/or offering of securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated or deemed incorporated by reference into the Registration Statement or the Statutory Prospectus which contains additional financial information information, or (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-Kiii) or, (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by one or more Agents as principal) the Company sells Notes to an such Agent pursuant to a Terms Agreementor Agents as principal, the Company shall cause its outside accounting firm PricewaterhouseCoopers LLP and other applicable independent accountants forthwith to furnish to the Agents 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 as applicable, with the SECCommission, or the date of such sale, as the case may be, in form satisfactory to the AgentsAgent(s), of the same tenor tenor, in the case of PricewaterhouseCoopers LLP, as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(d) hereof but modified to relate to the Registration Statement Statement, the Prospectus and Prospectus, the General Disclosure Package 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(c5(d) 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, such 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 thatCompany and, in the reasonable judgment case of the Agentsapplicable independent accountants, such if any, as the letter should cover such other informationreferred to in Section 5(e).

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 (other than any amendment or supplement relating to the offering of equity securities Company or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) or, (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall cause its outside the Company's independent registered public accounting firm forthwith 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 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 AgentsAgents (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(c5(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(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, such accountants 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 the Agents, 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 by reference into the Prospectus which contains additional financial statement information (other than any amendment or supplement relating to the offering of equity securities Company or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) or, (if required pursuant to the terms of a Terms Agreement) 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 its outside accounting firm 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 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 AgentsAgents (or such Agent), of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(e) hereof but modified modified, as necessary, 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 clause (iii) (other than the information required by clause (B) thereof, except in the case of a Terms Agreement, the terms of which so require) and clause (iv) of said Section 5(c5(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 primarily to include financial information as of and for a fiscal quarter, such the Company's independent certified 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 the Agents, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. Each Subject to the provisions of Section 4(l) hereof, each time that the Registration Statement Statements 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 (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) 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 its outside accounting firm Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated 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 the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement Statements 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(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 Statements or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agents, 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 the Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. Each Subject to the provisions of Section 4(1) hereof, 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 (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-K) 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 its outside accounting firm Price Waterhouse, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated 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 the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(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(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, such PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, 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 the 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 (i) unless otherwise required by the applicable Terms Agreement, any Current Report on Form 8-K that is filed in connection with the sale of Notes for purposes of incorporating capsule financial information into the Prospectus or (ii) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 9.01(a) or 9.01(b) thereof) or there is filed with the SEC any document incorporated by reference into in the Prospectus which that contains additional financial information (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by if so indicated in the Agents, other than any Current Report on Form 8-K) or, (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause its outside accounting firm the Company’s independent registered public accountants forthwith to furnish the Agents a letter, dated the date of effectiveness filing of such amendment, supplement or document with the SECSEC (except as provided below with respect to financial information filed under Item 9.01(a) or 9.01(b) of Form 8-K), or the date Settlement Date relating to such Terms Agreement or, in the case of any financial information filed under Item 9.01(a) or 9.01(b) of Form 8-K, dated as promptly as reasonably practicable following the filing of such saleForm 8-K, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof Annex II hereto but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended and supplemented to the date of such letterletter and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) Annex II hereto 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, such 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 the Agents, such letter should cover such other information; provided further, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a letter or letters until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Agents in which such letter or letters are required.

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 information, including by the filing with the SEC Commission of any document incorporated by reference into the Prospectus which contains additional financial information Prospectus, or (other than any amendment or supplement relating to the offering of equity securities or debt securities other than the Notes or, unless expressly requested by the Agents, other than any Current Report on Form 8-Kii) or, (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to an Agent pursuant to a Terms Agreementas principal, the Company shall shall, within five business days after such amendment or supplement in the case of (i) above, or forthwith in the case of (ii) above, cause its outside Ernst & Young LLP (or another independent registered public accounting firm forthwith with respect to the Company satisfactory to the Agents) to furnish the Agents a letter, dated the date of effectiveness of such amendment, supplement or document filed with the SECCommission, or the date of such sale, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(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(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, Ernst & Young LLP (or such accountants other acceptable independent 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 the Agents, such letter should cover such other information.