Opinion of Accountants. Parent shall have received letters from ---------------------- PricewaterhouseCoopers LLP, dated a date within two business days of the Proxy Statement/Prospectus and within two business days of the Closing Date and addressed to Parent, stating that the business combination to be effected by the Merger will qualify as a pooling of interests transaction under generally accepted accounting principles. The Company shall have received (and delivered to Parent copies of) letters from PricewaterhouseCoopers LLP, dated a date within two business days of the Proxy Statement/Prospectus and within two business days of the Closing Date and addressed to the Company, stating that neither the Company nor any of its Subsidiaries has taken or agreed to take any action that (without giving effect to this Agreement, the transactions contemplated hereby, or any action taken or agreed to be taken by Parent or any of its Subsidiaries) would prevent Parent from accounting for the business combination to be effected by the Merger as a pooling of interests transaction under generally accepted accounting principles; and
Opinion of Accountants. Each of Desktop and Individual shall have received letters from each of Xxxxxx Xxxxxxxx LLP and Coopers & Xxxxxxx, LLP, each dated within two (2) business days prior to the Effective Time, regarding those firms' concurrence with Desktop managements' and Individual managements' conclusions as to the appropriateness of pooling of interest accounting for the Merger under Accounting Principles Board Opinion No. 16, if the Merger is consummated in accordance with this Agreement.
Opinion of Accountants. Each of Acquiror and Target shall have ---------------------- received a letter from Ernst & Young LLP and KPMG Peat Marwick LLP, respectively, dated within two (2) business days prior to the Effective Time, as described in Section 5.25.
Opinion of Accountants. (i) Parent shall have received from PricewaterhouseCoopers LLP, independent auditors for Parent, a letter dated the Closing Date (which may contain customary qualifications and assumptions), to the effect that PricewaterhouseCoopers LLP concurs with Parent's management conclusion that Parent may account for the Merger as a pooling of interests under Accounting Principles Board Opinion No. 16.
(ii) Company shall have received from Xxxxxx Xxxxxxxx LLP, independent public accountants for Company, a letter dated the Closing Date (which may contain customary qualifications and assumptions), to the effect that Xxxxxx Xxxxxxxx LLP concurs with Company's management conclusion that no conditions exist related to Company that would preclude Parent from accounting for the Merger as a pooling of interests under Accounting Principles Board Opinion No. 16, and Parent shall have received a copy of such letter.
Opinion of Accountants. The report of independent certified public accountants accompanying the most recent audited financial statements delivered pursuant to Section 5.03 hereof shall not contain any material qualification or exception not acceptable to the Agent;
Opinion of Accountants. Parent shall have received (i) from PricewaterhouseCoopers LLP, independent auditors for Company, a copy of a letter addressed to Company dated as of the Closing Date in substance reasonably satisfactory to Parent (which may contain customary qualifications and assumptions) to the effect that PricewaterhouseCoopers LLP concurs with Company management's conclusion that no conditions exist related to Company that would preclude Company from being a party to a business combination for which the "pooling-of-interest" method of accounting is used and (ii) from Deloitte & Touche LLP, independent accountants for Parent, a copy of a letter addressed to Parent dated as of the Closing Date in substance reasonably satisfactory to Parent (which may contain customary qualifications and assumptions) to the effect that Deloitte & Touche LLP concurs with Parent management's conclusion that the Merger can properly be accounted for as a "pooling-of-interests."
Opinion of Accountants. PricewaterhouseCoopers LLP shall have ---------------------- delivered a letter to Parent and the Company affirming that firm's written concurrence, delivered concurrently with the Closing, with Parent management's and the Company management's conclusions, respectively, as to the appropriateness of pooling of interests accounting for the Merger under Accounting Principles Board Opinion No. 16, if consummated in accordance with this Agreement.
Opinion of Accountants. Parent shall have received a letter from ---------------------- Xxxxxx Xxxxxxxx LLP regarding such firm's concurrence with Parent management's conclusions as to the appropriateness of pooling of interests accounting for the Merger under Accounting Principles Board Opinion No. 16, if consummated in accordance with this Agreement. In addition, the Company's accountants shall have provided a letter, satisfactory in form and substance to Parent, regarding the appropriateness of pooling of interests accounting for a transaction involving the Company.
Opinion of Accountants. The Company shall have received a copy of the opinions referred to in Section 6.2(e) above.
Opinion of Accountants. GT shall have received from Coopers & Lybrxxx XXX, independent auditors for the Company, a copy of a letter addressed to the Company dated the Closing Date, in substance reasonably satisfactory to GT (and which may contain customary qualifications and assumptions), to the effect that Coopers & Lybrxxx XXX concurs with the Company management's conclusion that no conditions exist related to the Company that would preclude GT from accounting for the Merger as a pooling of interests; and GT shall have received from Arthxx Xxxexxxx LLP, the independent auditors for GT, a letter dated the Closing Date, in substance reasonably satisfactory to GT (which may contain customary qualifications and assumptions and which may be based in part on the letter referred to above from Coopers & Lybrxxx XXX) to the effect that Arthxx Xxxexxxx XXX concurs with GT management's conclusion that, as of that date, no conditions exist that would preclude GT from accounting for the Merger as a pooling of interests; and
