Common use of CONSENT OF PARENT AUDITORS Clause in Contracts

CONSENT OF PARENT AUDITORS. Parent shall use its reasonable best efforts to obtain prior to the Closing the written agreement (the "Auditor Consent Letter") of KPMG LLP ("KPMG") to permit the use of the Regulation S-X Financial Statements (a) in connection with offerings of securities by Holdings and/or one or more of its Subsidiaries as contemplated by the Commitment Letters, and (b) subject to KPMG's normal procedures, in other private or public offerings of securities as may be reasonably requested by Holdings and/or one or more of its Subsidiaries. In addition, Parent will use commercially reasonable efforts to cause KPMG to provide a comfort letter in accordance with SAS 72 for any such offering.