Common use of Independent Accountant Clause in Contracts

Independent Accountant. The accountants who have reported on the financial statements and schedules included or incorporated by reference in the SEC Filings (the “Accountants”), are (a) independent accountants with respect to Buyer as required by the Securities Act and the Rules and Regulations and by Rule 3600T of the Public Corporation Accounting Oversight Board (“PCAOB”), (b) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act, and (c) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn. Except as preapproved in accordance with the requirements set forth in Section 10A of the Exchange Act, the Accountants have not engaged in any “prohibited activities” (as defined in Section 10A of the Exchange Act) on behalf of Buyer. The statements included in the Registration Statement with respect to the Accountants pursuant to Rule 509 of Regulation S-K of the Securities Act are true and correct in all material respects.