Common use of Letters of the Company's Accountants Clause in Contracts

Letters of the Company's Accountants. (a) The Company shall use its reasonable best efforts to cause to be delivered to Parent two letters from KPMG LLP, the Company's independent public accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each 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. (b) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter from KPMG LLP, addressed to Parent and the Company, dated as of the Closing Date, stating that (i) KPMG LLP concurs with the Company management's conclusion that, subject to customary qualifications, the Company meets the requirements to be a party to a pooling of interests transaction for financial reporting purposes under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and (ii) the basis for such a concurrence is KPMG LLP's belief that the criteria for such accounting treatment have been met.

Letters of the Company's Accountants. (a) The Company ------------------------------------- shall use its reasonable best efforts to cause to be delivered to Parent two letters from KPMG LLP, the Company's independent public accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each addressed to Parent and the CompanyParent, 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. (b) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter from KPMG LLP, addressed to Parent and the Company, dated as of the Closing Date, stating that (i) KPMG LLP concurs with the Company management's conclusion that, subject to customary qualifications, the Company meets the requirements to be a party to a pooling of interests transaction for financial reporting purposes under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and (ii) the basis for such a concurrence is KPMG LLP's belief that the criteria for such accounting treatment have been met.

Letters of the Company's Accountants. (a) The Company shall use its reasonable best efforts to cause to be delivered to Parent two letters from KPMG Ernst & Young LLP, the Company's independent public accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each 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. (b) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter from KPMG Ernst & Young LLP, addressed to Parent and the Company, dated as of the Closing Date, stating that (i) KPMG Ernst & Young LLP concurs with the Company management's conclusion that, subject to customary qualifications, the Company meets the requirements to be a party to a pooling of interests transaction for financial reporting purposes under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and (ii) the basis for such a concurrence is KPMG Ernst & Young LLP's belief that the criteria for such accounting treatment have been met.

Letters of the Company's Accountants. (a) The Company shall use its reasonable best efforts to cause to be delivered to Parent two letters from KPMG LLP, the Company's independent public accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each 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. (b) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter from KPMG LLP, addressed to Parent and the Company, dated as of the Closing Date, stating that (i) KPMG LLP concurs with the Company management's conclusion that, subject to customary qualifications, the Company meets the requirements to be a party to a pooling of interests transaction for financial reporting purposes under Opinion 16 of the Accounting Principles Board and applicable 38 SEC rules and regulations and (ii) the basis for such a concurrence is KPMG LLP's belief that the criteria for such accounting treatment have been met.