definiens: means, without giving effect to any supplements or updates other than supplements or updates thathave been delivered to Parent prior to commencement of the applicable Marketing Period, ( i ) the Required FinancialInformation does not contain any untrue statement of a material fact or omit to state any material fact, in each casewith respect to the Company or its Subsidiaries, required to be stated therein or necessary in order to make suchRequired Financial Information, in light of the circumstances under which the statements contained in the RequiredFinancial Information are made, not misleading, ( ii ) all information necessary to constitute Required FinancialInformation that is Compliant throughout and on the first and last day of the Marketing Period has been delivered bythe Company to Parent on the first day of the Marketing Period and ( iii ) the financial statements contained in theRequired Financial Information are sufficient for the delivery of a customary accountants ’ comfort letter underSAS 100 ( including customary negative assurance ) with respect to financial information regarding the Company andits Subsidiaries, and the Company ’s independent registered accounting firm has delivered draft comfort letters incustomary form and indicated that they are willing to deliver the comfort letters in customary form upon any pricingand closing of a securities offering during the Marketing Period