Common use of Accountant's Pooling Letters Clause in Contracts

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.