Common use of Opinion of Accountants Clause in Contracts

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. Parent shall have received letters (and delivered to the Company copies of) a letter from ---------------------- PricewaterhouseCoopers Xxxxxx Xxxxxxxx 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 ParentDate, 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 a letter from PricewaterhouseCoopers Ernst & Young 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 CompanyDate, 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. 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