Common use of Offerings Clause in Contracts

Offerings. (a) In the event of a registered public offering or an offering in accordance with Rule 144A under the Securities Act of the debt or equity securities of Purchaser or the Acquired Company or any of their Affiliates, Seller shall, upon Purchaser's request with reasonable prior notice, (a) provide Purchaser with any audited balance sheets and related statements of income, changes in owners' equity and cash flow, including in each case all consolidating schedules and the notes thereto, of the Acquired Company for the fiscal years ended 2002, 2003 and 2004, together with the report of PricewaterhouseCoopers LLP thereon, as are reasonably requested by Purchaser, (b) sign and deliver to PricewaterhouseCoopers LLP any representation letters reasonably required in accordance with customary audit practices in connection with such audited financial statements and (c) use its commercially reasonable efforts to cause PricewaterhouseCoopers LLP to provide their consent to the references to them as experts and the inclusion in any applicable filings of their auditor's reports; provided, that Purchaser shall bear any and all costs associated with the foregoing activities. In addition, Seller shall consent to Purchaser's access to the work papers, schedules, memoranda and other documents of PricewaterhouseCoopers LLP used or prepared by it in the course of the audit of such audited financial statements.

Offerings. (a) In the event of a registered public offering or an offering in accordance with Rule 144A under the Securities Act of the debt or equity securities of Purchaser or the Acquired Company or any of their Affiliates, Seller shall, upon Purchaser's ’s request with reasonable prior notice, (a) provide Purchaser with any audited balance sheets and related statements of income, changes in owners' ’ equity and cash flow, including in each case all consolidating schedules and the notes thereto, of the Acquired Company for the fiscal years ended 2002, 2003 and 2004, together with the report of PricewaterhouseCoopers LLP thereon, as are reasonably requested by Purchaser, (b) sign and deliver to PricewaterhouseCoopers LLP any representation letters reasonably required in accordance with customary audit practices in connection with such audited financial statements and (c) use its commercially reasonable efforts to cause PricewaterhouseCoopers LLP to provide their consent to the references to them as experts and the inclusion in any applicable filings of their auditor's ’s reports; provided, that Purchaser shall bear any and all costs associated with the foregoing activities. In addition, Seller shall consent to Purchaser's ’s access to the work papers, schedules, memoranda and other documents of PricewaterhouseCoopers LLP used or prepared by it in the course of the audit of such audited financial statements.