Common use of Unasserted Claims and Assessments Clause in Contracts

Unasserted Claims and Assessments. Buyer’s management believes that there are no unasserted claims which are probable of assertion or which, if asserted, would have at least a reasonable possibility of an unfavorable outcome. It is our understanding that in the course of providing legal services for us regarding a matter recognized to involve an unasserted possible claim or assessment, you may form a professional conclusion as to the need to disclose such a possible claim or assessment. It is also our understanding that whenever you have formed such a conclusion, you will, as a matter of professional responsibility to us, advise us and consult us concerning the question of such disclosure and the applicable requirements of Statement of Financial Accounting Standard No. 5, Accounting for Contingencies (“FAS 5”). Please specifically confirm to our auditors that our understanding is correct. We also hereby inform you that we have represented to our auditors that there are no unasserted possible claims that you have advised are probable of assertion and must be disclosed in accordance with FAS 5 in our financial statements dated as of [enter the date of the last audited financial statements or the date of the last balance sheet] and for the year then ended. Please specifically identify the nature and reasons for any limitation in your response to this letter.