Common use of Letters of Accountants Clause in Contracts

Letters of Accountants. (a) Parent shall use all reasonable efforts to cause to be delivered to the Company a comfort letter of KPMG LLP, Parent's independent auditors, dated within two business days before the date on which the Registration Statement shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (b) The Company shall use all reasonable best efforts to cause to be delivered to Parent a comfort letter of KPMG LLP, the Company's independent auditors, dated within two business days before the date on which the Registration Statement shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (c) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of Parent's management that the Merger will qualify as a pooling of interest transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement. Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of the Company's management that the Merger will qualify as a pooling of interests transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement.

Letters of Accountants. (a) Parent If requested to do so by Devon, Santa Xx Xxxxxx shall use all its reasonable commercial efforts to cause to be delivered to the Company a comfort letter Devon "comfort" letters of KPMG PricewaterhouseCoopers LLP, Parent's Santa Xx Xxxxxx'x independent auditorspublic accountants, dated within two business days before the effective date on which of the Registration Statement shall become effective and the Closing Date, respectively, and addressed to Devon with regard to certain financial information regarding Santa Xx Xxxxxx included in the CompanyRegistration Statement, in form and substance reasonably satisfactory to the Company Devon and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (b) The Company If requested to do so by Santa Xx Xxxxxx, Devon shall use all its reasonable best commercial efforts to cause to be delivered to Parent a comfort letter Santa Xx Xxxxxx "comfort" letters of KPMG LLP, the CompanyDevon's independent auditorspublic accountants, dated within two business days before the effective date on which of the Registration Statement shall become effective and the Closing Date, respectively, and addressed to ParentSanta Xx Xxxxxx, with regard to certain financial information regarding Devon included in the Registration Statement, in form and substance reasonably satisfactory to Parent Santa Xx Xxxxxx and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (c) The Company Santa Xx Xxxxxx shall use all its reasonable best commercial efforts to cause to be delivered to Parent a letter it, immediately prior to the Effective Time, from its PricewaterhouseCoopers LLP, Santa Xx Xxxxxx'x independent public accountants, dated the Closing Date, an opinion in form and substance reasonably satisfactory acceptable to the Company and Parent, stating that such independent accountants concur with the conclusion of Parent's management Santa Xx Xxxxxx that the Merger will qualify should be accounted for as a pooling Pooling of interest transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if Interests (the Merger is consummated in accordance with this Agreement. Parent "PricewaterhouseCoopers Opinion"). (d) Devon shall use all its reasonable best commercial efforts to cause to be delivered to it, immediately prior to the Company a letter Effective Time, from its KPMG LLP, Devon's independent public accountants, dated the Closing Date, an opinion in form and substance reasonably satisfactory acceptable to the Company and Parent, stating that such independent accountants concur with the conclusion of the Company's management Devon that the Merger will qualify should be accounted for as a pooling Pooling of interests transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if Interests (the Merger is consummated in accordance with this Agreement"KPMG Opinion").

Letters of Accountants. (a) Parent To the extent applicable as a result of any requirement to include (or incorporate by reference) their respective financial statements in the Registration Statements, GM shall use all reasonable best efforts to cause to be delivered to Xxxxxx and the Purchaser, and GM and Xxxxxx shall use reasonable best efforts to cause to be delivered to the Company a comfort letter Purchaser, to the extent permitted by applicable accounting standards, letters from the independent accountants of KPMG LLP, Parent's independent auditorseach of GM and Xxxxxx, dated a date within two business days (2) Business Days before the date on which such Registration Statement shall become effective, addressed to the Purchaser and its Board of Directors, customary in form and scope for comfort letters delivered by independent public accountants in connection with registration statements similar to such Registration Statement. (b) To the extent applicable as a result of any requirement to include (or incorporate by reference) its financial statements in the Registration Statements, the Purchaser shall use reasonable best efforts to cause to be delivered to GM and Xxxxxx to the extent permitted by applicable accounting standards a letter from the independent accountants of the Purchaser, dated a date within two (2) Business Days before the date on which such Registration Statement shall become effective, addressed to GM and Xxxxxx and their respective Boards of Directors, customary in form and scope for comfort letters delivered by independent public accountants in connection with registration statements similar to such Registration Statement. (c) To the extent applicable as a result of any requirement to include (or incorporate by reference) its financial statements in the Proxy/Consent Solicitation Statement, the Purchaser shall use reasonable best efforts to cause to be delivered to GM to the extent permitted by applicable accounting standards in connection with the Proxy/Consent Solicitation Statement two (2) letters from the independent accountants of the Purchaser, one dated a date within two (2) Business Days before the date on which any Registration Statement containing the Proxy/Consent Solicitation Statement shall become effective and one dated a date within two (2) Business Days before the date on which the Registration Proxy/Consent Solicitation Statement shall become effective and is mailed to GM's stockholders, in each case addressed to the CompanyGM and its Board of Directors, customary in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (b) The Company shall use all reasonable best efforts to cause to be delivered to Parent a comfort letter of KPMG LLP, the Company's independent auditors, dated within two business days before the date on which the Registration Statement shall become effective Statements and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration proxy or consent solicitation statements similar to the Registration Proxy/Consent Solicitation Statement, which letter shall be brought down to the Effective Time. (c) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of Parent's management that the Merger will qualify as a pooling of interest transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement. Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of the Company's management that the Merger will qualify as a pooling of interests transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement.

Letters of Accountants. (a) Parent SunTrust shall use all commercially reasonable efforts to cause to be delivered to the Company a comfort letter of KPMG LLP, ParentCrestar two letters from SunTrust's independent auditorsaccountants, one dated a date within two business days before the date on which the Registration Statement shall become effective and one dated a date within two business days before the Closing Date, each addressed to the CompanyCrestar, in form and substance reasonably satisfactory to the Company Crestar and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (b) The Company SunTrust shall use all commercially reasonable best efforts to cause to be delivered to Parent a comfort letter of KPMG LLP, the CompanyCrestar and Crestar's independent auditorsaccountants two letters from SunTrust's independent accountants addressed to Crestar and SunTrust, one dated as of the date the Registration Statement is effective and one dated as of the Closing Date, in each case stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable Commission rules and regulations is appropriate if the Merger is closed and consummated in accordance with this Agreement. (c) Crestar shall use all commercially reasonable efforts to cause to be delivered to SunTrust two letters from Crestar's independent accountants, one dated a date within two business days before the date on which the Registration Statement shall become effective and one dated a date within two business days before the Closing Date, each addressed to ParentSunTrust, in form and substance reasonably satisfactory to Parent SunTrust and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (cd) The Company Crestar shall use all commercially reasonable best efforts to cause to be delivered to Parent a letter SunTrust and SunTrust's independent accountants two letters from its Crestar's independent accountantsaccountants addressed to SunTrust and Crestar, one dated as of the date the Registration Statement is effective and one dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, each case stating that such independent accountants concur with the conclusion of Parent's management that accounting for the Merger will qualify as a pooling of interest transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement. Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of the Company's management that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board Opinion No. 16 and applicable SEC regulations, Commission rules and regulations is appropriate if the Merger is closed and consummated in accordance with this Agreement.

Letters of Accountants. (a) Parent SunTrust shall use all commercially reasonable efforts to cause to be delivered to the Company a comfort letter of KPMG LLP, ParentCrestar two letters from SunTrust's independent auditorsaccountants, one dated a date within two business days before the date on which the Registration Statement shall become effective and one dated a date within two business days before the Closing Date, each addressed to the CompanyCrestar, in form and substance reasonably satisfactory to the Company Crestar and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (b) The Company SunTrust shall use all commercially reasonable best efforts to cause to be delivered to Parent a comfort letter of KPMG LLP, the CompanyCrestar and Crestar's independent auditorsaccountants two letters from SunTrust's independent accountants addressed to Crestar and SunTrust, one dated as of the date the Registration Statement is effective and one dated as of the Closing Date, in each case stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable Commission rules and regulations is appropriate if the Merger is closed and consummated in accordance with this Agreement. (c) Crestar shall use all commercially reasonable efforts to cause to be delivered to SunTrust two letters from Crestar's independent accountants, one dated a date within two business days before the date on which the Registration Statement shall become effective and one dated a date within two business days before the Closing Date, each addressed to ParentSunTrust, in form and substance reasonably satisfactory to Parent SunTrust and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, which letter shall be brought down to the Effective Time. (cd) The Company Crestar shall use all commercially reasonable best efforts to cause to be delivered to Parent a letter SunTrust and SunTrust's independent accountants two letters from its Crestar's independent accountantsaccountants addressed to SunTrust and Crestar, one dated as of the date the Registration Statement is effective and one dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, each case stating that such independent accountants concur with the conclusion of Parent's management that accounting for the Merger will qualify as a pooling of interest transaction interests under Opinion 16 of the Accounting Principles Board Opinion No. 16 and applicable SEC regulations, Commission rules and regulations is appropriate if the Merger is closed and consummated in accordance with this Agreement. Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter from its independent accountants, dated the Closing Date, in form and substance reasonably satisfactory to the Company and Parent, stating that such independent accountants concur with the conclusion of the Company's management that the Merger will qualify as a pooling of interests transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the Merger is consummated in accordance with this Agreement.28 30 5.18