Pooling Letter definition

Pooling Letter shall have the meaning set forth in Section 5.12(b) hereof.
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Pooling Letter. Parent shall have received from BDO ▇▇▇▇▇▇▇ LLP a letter, dated the Closing Date and addressed to Parent, to the effect that, subject to customary qualifications, the Merger qualifies for pooling of interests treatment for financial reporting purposes in accordance with GAAP, and Parent shall have received from the Company, with the consent of Deloitte & Touche LLP, a copy of a letter, dated the Closing Date, of Deloitte & Touche LLP addressed to the Company to the effect that, subject to customary qualifications, the Merger qualifies for pooling of interests for financial reporting purposes in accordance with GAAP.
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Pooling Letter shall have the meaning set forth in Section 2.4(b). I.46 "Purchaser" shall mean HBO & Company of Georgia, a Delaware corporation. I.47 "Real Property" shall have the meaning set forth in Section 3.18. I.48 "Registration Statement" shall have the meaning set forth in Section 2.3.1. I.49 "Rule 145 Letters" shall have the meaning set forth in Section 2.4(a). I.50 "SEC" shall mean the Securities and Exchange Commission. I.51 "Specified Customer Contracts" shall mean all contracts, agreements, commitments and other instruments (whether oral or written) in effect with any customer of the Acquired Company or any Subsidiary that involve (i) software or other products not fully installed and with remaining payments thereunder in excess of $100,000 as of the date hereof, or (ii) maintenance, support or other services, which require payments or provide for receipts in excess of $4,000 per month.
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Examples of Pooling Letter in a sentence

  • Each of the Company and Parent shall have received the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pooling Letter and the Ernst & Young Pooling Letter, respectively.

  • The Company shall have received (i) the Pooling Letter from the Company's Accountant contemplated by Section 5.12 hereto, and (ii) an opinion from the Gold Banc's Accountants that the transactions contemplated hereby will qualify for pooling-of-interest accounting treatment and that all conditions applicable thereto (including limitation of any cash consideration paid by Gold Banc hereunder and absence of any capital transactions involving any parties hereto) have been met.

  • The Company shall use its best efforts to deliver or cause to be delivered to FAFCO, concurrently with the execution of this Agreement (and in each case prior to the filing of the Registration Statement) from each of the Affiliates of the Company, an executed Rule 145 Letter and a Pooling Letter.

  • The accountants for Empower and Intelligroup shall have delivered the Pooling Letter by Intelligroup and Empower.

  • Acquirer shall have received a letter from Price --------------- Waterhouse LLP, dated as of the Closing Date, confirming the statements contained in the Acquirer Preliminary Pooling Letter, and Target shall have received a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, confirming the statements contained in the Target Preliminary Pooling Letter.

  • STOCKHOLDER shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of MARINEMAX Stock received by the STOCKHOLDER in the Merger in violation of the provisions of the Pooling Letter referred to in Section 9.10 hereof.

  • In connection therewith and prior to Completion, each Seller shall have executed and delivered an Investment and Pooling Letter to the Buyer and the Buyer shall have received a pooling letter from Price Waterhouse LLP, as auditors for the Buyer.

  • The Shareholders shall execute the Shareholder Pooling Letter at Closing.

  • FFC's external audit firm shall provide FFC -------------------- with a negative assurance letter (the "FFC Pooling Letter") that the proposed transaction will qualify for pooling of interest accounting treatment based on the attributes of FFC only.

  • Architel shall have received from D&T and from Amdocs the D&T Pooling Letter and the E&Y Pooling Letter, respectively, in form and substance reasonably satisfactory to Architel.


More Definitions of Pooling Letter

Pooling Letter shall have the meaning set forth in Section 2.4(b). 1.49 "Purchaser" shall mean HBO & Company of Georgia, a Delaware corporation. 1.50 "Real Property" shall have the meaning set forth in Section 3.18. 1.51 "Registration Statement" shall have the meaning set forth in Section 2.3.1. 1.52 "Rule 145 Letters" shall have the meaning set forth in Section 2.4(a). 1.53 "SEC" shall mean the Securities and Exchange Commission. 1.54 "Stock Plans" shall mean the HPR Inc. 1991 Stock Plan, the HPR Inc. 1995 Stock Plan, and the HPR Inc. 1995 Eligible Directors Stock Plan. 1.55 "Subsidiaries" shall mean the subsidiaries of the Acquired Company, which are listed on Exhibit 3.1 hereto. 1.56 "Surviving Corporation" shall have the meaning set forth in Section 2.1.1 hereof. 1.57 "Takeover Proposal" shall have the meaning set forth in Section 2.11 hereof. 1.58 "Tax Code" shall mean the Internal Revenue Code of 1986, as amended. II.
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Pooling Letter shall have the meaning set forth in Section 9.10.
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Related to Pooling Letter

  • Pooling Agreement means the Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding, Inc., Bunge Management Services, Inc., as servicer, and the Master Trust Trustee, as amended, modified or supplemented from time to time in accordance with its terms, subject to Section 3.02(f) hereof.

  • Pooling and Servicing Agreement The pooling and servicing agreement among Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo ▇▇▇▇, N.A., as master servicer, the Trustee, and, if app▇▇▇▇▇le, the Trust Administrator, relating to the issuance of the Mortgage Pass-Through Certificates.

  • Other Pooling and Servicing Agreement With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan Combination or the related Mortgage Loan.

  • and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement.

  • Custodial Agreement An agreement that may be entered into among the Company, the Master Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold certain documents relating to the Mortgage Loans on behalf of the Trustee. Custodian: A custodian appointed pursuant to a Custodial Agreement.