definiens: means, without giving effect to any supplements o r updates, ( a ) the Required Information does not contain any untrue statement o f a material fact or omit to state any material fac t, in each case with respect to the Business, the Acquired Assets o r Assumed 7 OC\1994682.10 Liabilities, necessary in order to make such Requir ed Information not misleading, ( b ) no audit opinion with respect to any financial statements contained in the Requir ed Information shall have been withdrawn, amended o r qualified, and Seller Parent ’s independent register ed accounting firm has consented to or otherwise au thorized the use in the Financing of their audit opinions relate d to the audited financial statements included in t he Required Information and ( c)(i ) the financial statements and other financial information included in the Requir ed Information that have been prepared by Seller Paren t are, and remain throughout the Marketing Period, sufficient to permit the Financing Sources ( including underwri ters, placement agents or initial purchasers ) to re ceive customary comfort letters with respect to such fina ncial information ( including customary negative ass urance comfort with respect to periods following the end o f the latest fiscal year and fiscal quarter for whi ch historical financial statements are included ) on any date duri ng the Marketing Period and ( ii ) Seller Parent ’s in dependent registered accounting firm that has reviewed or aud ited such financial information has delivered draft s of customary comfort letters, including customary nega tive assurance comfort, and such independent regist ered accounting firm has confirmed they are prepared to issue such comfort letter upon any pricing date and the closing relating to the Debt Financing occurring during the Marketing Period