(b) No Underwriter shall have been advised by the Company, or shall have discovered and disclosed to the Company, that the Registration Statement, the most recent Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of the Representatives or of counsel to the Underwriters, is material, or omits to state any fact which, in the opinion of the Representatives or of counsel to the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to the Underwriters a written opinion and a letter, dated the Closing Date, with respect to the Registration Statement, the Disclosure Package and the Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(d) Simpson Thacher & Bartlett LLP, outside counsel for the Company, shall have furnished to the Underwriters a written opinion to the effect set forth in Exhibit A-1 hereto, and the letter related to certain matters to the effect set forth in Exhibit A-2 hereto, each dated the Closing Date.
(e) Wendy C. Skjerven, Esq., Vice President, Corporate Secretary and Group General Counsel of the Company, shall have furnished to the Underwriters her written opinion to the effect set forth in Exhibit B hereto, dated as of the Closing Date.
(f) On the date hereof and on the Closing Date, KPMG LLP shall have furnished to the Underwriters letters, dated such respective dates, in form and substance satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants comfort letters to Underwriters with respect to the financial statements and schedules and certain financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus; provided that the letter delivered on the Closing Date, as the case may be, shall use a cut-off date no more than three business days prior to such Closing Date;
(g) (i) Neither the Company nor any of its Significant Subsidiaries shall have sustained since the date of the latest financial statements included or incorporated by reference in the most recent Preliminary Prospectus and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package or the Prospectus, and (ii) since the respective dates as of which information is given in the most recent Preliminary Prospectus and the Prospectus, there shall not have been any change in the capital