definiens: means, without giving effect to any supplemen ts or updates, ( a ) the Required Information does not contain any untrue statement of a material fact or omit to state any material fact, in each case with respect to the Business, the Acquired Assets or Assumed 7 OC\1994682.10 Liabilities, necessary in order to make such Required Information not misleading, ( b ) no audit opinion with respect to any financial statements contained in the Required Information shall have been withdrawn, amended or qualified, and Seller Parent ’s indep endent registered accounting firm has consented to or otherwise authorized the use in the Financing of their audit opinions related to the audited financial statements included in the Required Information and ( c)(i ) the financial statements and other finan cial information included in the Required Information that have been prepared by Seller Parent are, and remain throughout the Marketing Period, sufficient to permit the Financing Sources ( including underwriters, placement agents or initial purchasers ) to r eceive customary comfort letters with respect to such financial information ( including customary negative assurance comfort with respect to periods following the end of the latest fiscal year and fiscal quarter for which historical financial statements are included ) on any date during the Marketing Period and ( ii ) Seller Parent ’s independent registered accounting firm that has reviewed or audited such financial information has delivered drafts of customary comfort letters, including customary negative assur ance comfort, and such independent registered 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