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This excerpt taken from the CHK 8-K filed May 27, 2008. Bring-Down Comfort Letter”),
dated the Closing Date, of PricewaterhouseCoopers LLP (i)
confirming that they are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the applicable
Rules and Regulations thereunder, (ii) stating, as of the date of the Bring-Down
Comfort Letter (or, with respect to matters involving changes or developments
since the respective dates as of which specified financial information is given
in the Registration Statement and the General Disclosure Package, as of a date
not more than three business days prior to the date of the Bring-Down Comfort
Letter), that the conclusions and findings of such accountants with respect to
the financial information and other matters covered by the Initial Comfort
Letter are accurate, (iii) confirming in all material respects the
conclusions and findings set forth in the Initial Comfort Letter and (iv)
otherwise in form and substance satisfactory in all respects to the
Representatives and PricewaterhouseCoopers LLP.
(h) The
Representatives shall have received (i) a copy of the certificate or articles of
incorporation, including all amendments thereto, of the Company, certified as of
a recent date by the Secretary of State of the State of Oklahoma, (ii) a
certificate of good standing for the Company, dated as of a recent date, from
such Secretary of State and (iii) a certificate, dated as of a recent date, of
the Secretary of State of each state in which the Company is qualified to do
business as a foreign corporation under the laws of such state.
(i) The
Representatives shall have received (i) a copy of the certificate or articles of
incorporation (or similar organizational document), including all amendments
thereto, of each of the Company’s subsidiaries, certified as of a recent date by
the Secretary of State of the state in which such subsidiary is organized, (ii)
a certificate of good standing for each of the Company’s subsidiaries, certified
as of a recent date by the Secretary of State of the state in which such
subsidiary is organized, and (iii) a certificate, dated as of a recent date, of
the Secretary of State of each state in which each such subsidiary is qualified
to do business as a foreign corporation (or similar entity) under the laws of
each such state.
The
Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Representatives may in their sole discretion waive on
behalf of the Underwriters compliance with any conditions to the obligations of
the Underwriters hereunder.
8. Indemnification and
Contribution. (a) Each of the Company and the
Subsidiary Guarantors, jointly and severally, will indemnify and hold harmless
each Underwriter, its partners, members, directors and officers and each person,
if any, who controls such Underwriter within the meaning of Section 15 of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, each Statutory Prospectus, the Prospectus, any Issuer Free Writing
Prospectus or any amendment or supplement thereto, any related preliminary
prospectus or preliminary prospectus supplement, or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Act or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only such information
furnished by the Underwriters consists of the information described as such in
subsection (b) below.
(b) Each
Underwriter will severally and not jointly indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Act or the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, each Statutory Prospectus, the
Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by the Underwriters consists of the following information
in the Prospectus: paragraphs 5, 6 and 7 under the caption
“Underwriting”.
(c) Without
limitation and in addition to their obligation under the other subsections of
this Section 8, each of the Company and the Subsidiary Guarantors jointly and
severally will indemnify and hold harmless Credit Suisse Securities (USA) LLC
(the qualified independent underwriter, the “ |
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