Letters of the Accountants. (a) The Company shall use its reasonable efforts to cause to be delivered to Parent a letter from the Company's independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 shall become effective addressed to Parent and the Company, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4; provided that the failure of such a letter to be delivered by the Company's independent accountants shall not result in a failure of a condition to Closing (including Section 7.02(b) hereof). (b) Parent shall use its reasonable efforts to cause to be delivered to the Company a letter from Parent's independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 shall become effective addressed to the Company and Parent, 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 Form S-4; provided that the failure of such a letter to be delivered by Parent's independent accounts shall not result in a failure of a condition to Closing (including Section 7.03(b) hereof).
Appears in 2 contracts
Samples: Merger Agreement (Pacificare Health Systems Inc /De/), Merger Agreement (Unitedhealth Group Inc)
Letters of the Accountants. (a) Section 5.18.1 The Company shall use its reasonable efforts to cause to be delivered to Parent a letter from the Company's ’s independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 Registration Statement shall become effective addressed to Parent and the Company, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Registration Statement; provided that the failure of such a letter to be delivered by the Company's ’s independent accountants shall not result in a failure of a condition to Closing (including Section 7.02(b) 6.2.2 hereof).
(b) Section 5.18.2 Parent shall use its reasonable efforts to cause to be delivered to the Company a letter from Parent's ’s independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 Registration Statement shall become effective addressed to the Company and Parent, 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 Form S-4Registration Statement; provided that the failure of such a letter to be delivered by Parent's ’s independent accounts accountants shall not result in a failure of a condition to Closing (including Section 7.03(b) 6.3.2 hereof).
Appears in 2 contracts
Samples: Merger Agreement (Coventry Health Care Inc), Merger Agreement (First Health Group Corp)
Letters of the Accountants. (a) The Company shall use its reasonable efforts to cause to be delivered to Parent a letter from the Company's ’s independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 shall become effective addressed to Parent and the Company, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4; provided that the failure of such a letter to be delivered by the Company's ’s independent accountants shall not result in a failure of a condition to Closing (including Section 7.02(b) hereof).
(b) Parent shall use its reasonable efforts to cause to be delivered to the Company a letter from Parent's ’s independent accountants dated a date on or prior to (but no more than two (2) business days prior to) the date on which the Form S-4 shall become effective addressed to the Company and Parent, 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 Form S-4; provided that the failure of such a letter to be delivered by Parent's ’s independent accounts shall not result in a failure of a condition to Closing (including Section 7.03(b) hereof).
Appears in 2 contracts
Samples: Merger Agreement (Guilford Pharmaceuticals Inc), Merger Agreement (Mgi Pharma Inc)