Cold Comfort Letter definition

Cold Comfort Letter. GJP shall have delivered or shall cause to be delivered to TPEG a "cold comfort" letter of Rosexxxxx, Xxch, Baker, Bermxx & Xompany, GJP's independent accountants, dated as of a date within two business days prior to the Effective Time and addressed to TPEG, in form and substance reasonably satisfactory to TPEG and setting forth the substance and scope of the information set forth in Schedule 7.2(f).
Sample 1
Cold Comfort Letter shall have the meaning ascribed to it in Section 7.11 hereof.
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Examples of Cold Comfort Letter in a sentence

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 4.3, GSI has not, during the periods covered by the financial statements included in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Notwithstanding the above, the Company shall not be required to deliver a Bring Down Cold Comfort Letter with respect to a given Put after the first Put if the Company has filed an annual report on Form 10-K or a quarterly report on Form 10-Q within the thirty (30) day period immediately preceding the Put Date for such Put.

  • The Company shall be required to deliver a Put Opinion and a Bring Down Cold Comfort Letter with respect to the first Put.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 5.3, Mxxxxx has not, during the periods covered by the financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 5.3, Xxxxxxxx Xxxxxx has not, during the periods covered by the financial statements included in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter describedin Section 4.3, GSI has not, during the periods covered by the financial statements included in the Registration Statement, any PreliminaryProspectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 4.3, SMPM&W has not, during the periods covered by the financial statements included in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 4.3, Mxxxxx has not, during the periods covered by the financial statements included in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • Except for the preparation of federal tax returns and services provided to the Company in relation to the preparation of the Cold Comfort Letter described in Section 5.3, Gxxxxxxx Xxxxxx has not, during the periods covered by the financial statements included in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

  • By: /s/ Xxxxxx Xxxxxx, CEO Exhibit A Advance Put Notice Exhibit B Investment Commitment Opinion of Counsel Exhibit C Put Notice Exhibit D Put Opinion of Counsel Exhibit E Registration Opinion of Counsel Exhibit F Registration Rights Agreement Exhibit G Schedule of Exceptions Exhibit H Secretary’s Certificate Exhibit I Officer’s Certificate Exhibit J Resolutions Exhibit K Officer’s Put Certificate Exhibit L Form of Bring Down Cold Comfort Letter Schedule 5.1 – List of Subsidiaries and ownership.

Related to Cold Comfort Letter

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • comfort letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' "comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • Independent Accountants means a firm of nationally recognized independent certified public accountants.

  • Reporting Accountants means the auditors of National Grid (but not acting in their capacity as auditors) or such other firm of accountants as may be nominated by National Grid and approved in writing by the Trustee for the purpose or, failing which, as may be selected by the Trustee for the purpose; and

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Accountants shall have the meaning set forth in Section 9.7 hereof.

  • Outside Counsel means Mr. Mark Tarallo, attorney with Morse Barnes Brown and Pendleton, LP 1601 Trapelo Road, Suite 205, Waltham, MA 02451. Email.mtarallo@mbbp.com: Website: www.mbbp.com Phone: (781) 622-5930.

  • PwC means PricewaterhouseCoopers LLP.

  • Accountants’ Report means the report of a firm of nationally recognized Independent Accountants described in Section 4.11.

  • Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.

  • Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;

  • KPMG means KPMG LLP.

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Purchaser's Accountants means Deloitte & Touche LLP, independent accountants of the Purchaser.

  • Underwriters means the underwriters named in Schedule A to the Underwriting Agreement.

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).