Accountant's Pooling Letters. Abacus shall use its reasonable best efforts to cause to be delivered to Alphabet from Ernst & Young LLP ("E&Y") (or any other independent public accounting firm reasonably satisfactory to Alphabet) two letters each addressed to Alphabet and Deloitte & Touche LLP ("Deloitte") (or any other independent public accounting firm selected by Alphabet), one dated the date upon which the Form S-4 becomes effective and one dated the Closing Date, stating that as of the respective dates of its letters, E&Y is not aware of any conditions that exist that would preclude Abacus' ability to be a party in a business combination to be accounted for as a pooling of interests. Alphabet shall use its reasonable best efforts to cause to be delivered to Abacus from Deloitte (or any other independent public accounting firm reasonably satisfactory to Abacus) two letters, each addressed to Abacus and E&Y (or any other independent public accounting firm selected by Abacus), one dated the date upon which the Form S-4 becomes effective and one dated the Closing Date, stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations is appropriate if the Merger is closed and consummated as contemplated by this Agreement.
Accountant's Pooling Letters. Fred Meyer shall use its reasonable best efforts to cause to be delivered to Kroger from Deloitte & Touche LLP ("Deloitte") (or any other independent public accounting firm reasonably satisfactory to Kroger) two letters each addressed to Kroger and PricewaterhouseCoopers LLP ("PwC") (or any other independent public accounting firm selected by Kroger), one dated the date upon which the Form S-4 becomes effective and one dated the Closing Date, stating that as of the respective dates of its letters, Deloitte is not aware of any conditions that exist that would preclude Fred Meyer's ability to be a party in a business combination to be accounted for as a pooling of interests. Kroger shall use its reasonable best efforts to cause to be delivered to Fred Meyer from PwC (or any other independent public accounting firm reasonably satisfactory to Fred Meyer) two letters, each addressed to Fred Meyer and Deloitte (or any other independent public accounting firm selected by Fred Meyer), one dated the date upon which the Form S-4 becomes effective and one dated the Closing Date, stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations is appropriate if the Merger is closed and consummated as contemplated by this Agreement. Attached as Exhibit C to this Agreement are copies of the letters described in this Section 6.18.
Accountant's Pooling Letters. Each of Mid Am and Citizens shall have received letters, dated as of the mailing date of the Joint Proxy Statement/Prospectus and the Effective Time, from Crowe, Chizek and Company LLP and Price Waterhouse LLP, independenx xxxitxxx, xo the effect that the Merger will qualify for pooling-of-interests accounting treatment under Accounting Principles Board Opinion No. 16 and SEC Accounting Series Releases 130 and 135, as amended, if consummated in accordance with this Plan.
Accountant's Pooling Letters. Parent shall have received letters from KPMG Peat Marwick LLP and Xxxxxx Xxxxxxxx LLP, dated as of the effective date of the Registration Statement and as of the Closing Date, in each case addressed to Parent advising it, as set forth in Section 2.3.2 hereof, that the Merger may be accounted for as a pooling of interests, which letters shall be substantially in the form of Exhibits 2.3.2(A) and 2.3.2(B), respectively.
Accountant's Pooling Letters. SFC shall have received letters from X.X. Xxxxxx & Co. LLP and Xxxxxxx X. Xxxxxx & Company, LLP dated as of the Closing Date, addressed to SFC advising it that the Merger may be accounted for as a pooling of interests, which letters shall be substantially in the form of Exhibits C and D attached hereto.
Accountant's Pooling Letters. USF and Transport shall have received letters from Xxxxxx Xxxxxxxx LLP and KPMG LLP, respectively, each dated the date of the Proxy Statement and confirmed in writing as of the Closing Date and addressed to USF and Transport, respectively, stating that the Merger may be accounted for as a pooling of interests transaction.
Accountant's Pooling Letters. Each of Daimler-Benz and Chrysler shall use their reasonable best efforts to cause to be delivered to each other and their respective accountants a letter from the other's independent accountants addressed to Daimler-Benz and Chrysler, dated as of the date the F-4 Registration Statement is declared effective and as of the Closing Date, stating that accounting for the Mergers as a "pooling-of-interests" under APB Xx. 00 xxx applicable SEC rules and regulations is appropriate if the Mergers are consummated as contemplated by this Agreement.
Accountant's Pooling Letters. (a) The Company shall use its ----------------------------- reasonable best efforts to cause Ernst & Young LLP ("E&Y") to issue a letter --- dated as of the Effective Time addressed to the Company (and shall provide Parent with a copy of such letter) in which E&Y concurs with the Company's management's conclusion that no conditions exist related to the Company that would preclude Parent from accounting for the Merger as a "pooling of interests" in accordance with GAAP and the applicable rules and regulations of the SEC.
(b) Parent shall use its reasonable best efforts to cause E&Y to issue a letter dated as of the Effective Time addressed to Parent (and shall provide the Company with a copy of such letter) in which E&Y concurs with Parent's management's conclusion that the Merger will qualify as a "pooling of interests" in accordance with GAAP and the applicable rules and regulations of the SEC.
Accountant's Pooling Letters. IVI shall have received a letter, dated as of the date hereof, in form and substance reasonably acceptable to such party, from Coopers & Xxxxxxx to the effect that such firm is not aware of any matters relating to IVI and its subsidiaries which would preclude the Transactions from qualifying for pooling-of-interests accounting treatment. IVI also shall have received a letter, dated as of the Effective Date in form and substance reasonably acceptable to such party, from Coopers & Xxxxxxx to the effect that the Transactions qualify for pooling-of-interests accounting treatment;
Accountant's Pooling Letters. Checkmate shall have received a letter, dated as of the date hereof, in form and substance reasonably acceptable to such party, from Ernst & Young to the effect that such firm is not aware of any matters relating to Checkmate and its subsidiaries which would preclude the Transactions from qualifying for pooling-of-interests accounting treatment. Checkmate also shall have received a letter, dated as of the Effective Date, in form and substance reasonably acceptable to such party, from Coopers & Xxxxxxx to the effect that the Transactions qualify for pooling-of-interests accounting treatment;
