BDO Consent Clause Samples

BDO Consent. (a) BDO shall have consented in writing to Purchaser’s use of Seller’s historical audited financial statements in pro-forma financial statements prepared and filed by Purchaser; provided that the commentary that may accompany such audited financial statements in such pro-forma financial statements is the following language: “The pro-forma numbers above are derived from the historical numbers of the purchaser and seller. Over time the operations of the sellers will be integrated into the operations of the purchaser. This integration may change how certain tests are coded and submitted to payers (including Medicare) and, consequently, may result in differences in the future in the manner in which revenues and bad debt expenses are recorded when compared with the historical methods of the acquiree. At the current time the CGI does not have enough information to prepare a reliable estimate of any possible changes.” (b) Seller shall have provided Purchaser with financial statements for the second quarter of 2015 reviewed by BDO and otherwise prepared in a manner consistent with Regulation S-X under the Exchange Act. Any waiver of a condition set forth in this Section 5 shall be effective only if such waiver is stated in writing and signed by Purchaser.