Common use of Financial Information; Financial Condition Clause in Contracts

Financial Information; Financial Condition. All balance sheets, all statements of operations, of shareholders' equity and of cash flow, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Lender or the Trustee for the purposes of or in connection with this Agreement or the Related Documents have been and will be prepared in accordance with GAAP and do and will present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby. Such financial data include the following financial statements and reports which have been furnished to the Lessor and the Trustee on or prior to such Closing Date: (i) the audited consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of December 31, 1996 and as to the Predecessor Companies as of December 31, 1995, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the period October 17, 1996 (Date of Acquisition) to December 31, 1996 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for each of the two years in the period ended December 31, 1995 and the period January 1, 1996 to October 16, 1996; (ii) the unaudited condensed consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the three months ended March 31, 1997 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for the three months ended March 31, 1996; and (iii) the unaudited pro forma consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations of the Guarantor and its Consolidated Subsidiaries for the year ended December 31, 1996 and for the three months ended March 31, 1997, and such pro forma consolidated financial statements present fairly the information shown therein, have been prepared in accordance with the Securities and Exchange Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Information; Financial Condition. All balance sheets, all statements of operations, of shareholders' equity and of cash flow, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Lender or the Trustee for the purposes of or in connection with this Agreement or the Related Documents have been and will be prepared in accordance with GAAP and do and will present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby. Such financial data include the following financial statements and reports which have been furnished to the Lessor and the Trustee on or prior to such Closing Date: (i) the audited consolidated financial statements consisting of a statement of financial position condition of the Guarantor and its Consolidated Subsidiaries as of December 31, 1996 and as to the Predecessor Companies as of December 31, 1995, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the period October 17, 1996 (Date of Acquisition) to December 31, 1996 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for each of the two years in the period ended December 31, 1995 and the period January 1, 1996 to October 16, 1996; (ii) the unaudited condensed consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the three months ended March 31, 1997 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for the three months ended March 31, 1996; and (iii) the unaudited pro forma consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations of the Guarantor and its Consolidated Subsidiaries for the year ended December 31, 1996 and for the three months ended March 31, 1997, and such pro forma consolidated financial statements present fairly the information shown therein, have been prepared in accordance with the Securities and Exchange Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Information; Financial Condition. All balance sheets, sheets and all statements of operations, of shareholders' equity and of cash flowchanges in financial position, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Lender by or the Trustee on behalf of any Borrower for the purposes of or in connection with this Agreement Agreement, the Related Documents or the Related Documents Transactions (including the financial information referred to below, except for the projections referred to in clauses (d) and (e) below) have been and will be prepared in accordance with GAAP consistently applied throughout the periods involved and do and will present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby. All projections (including, without limitation, the projections described in clauses (d) and (e) below) which have been or shall be furnished to Lender for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to Lender, represent each Borrower's and Parent's management's best estimates of future performance, based upon historical financial information and reasonable assumptions of management. Such financial data include includes, without limitation, the following financial statements and reports which have been furnished to the Lessor and the Trustee Lender on or prior to such Closing Datethe date hereof: (ia) the audited consolidated financial and consolidating balance sheets the Consolidated Entity as of September 30, 1998 and the related audited consolidated and consolidating statements consisting of a statement of earnings, shareholders' equity, cash flow and changes in financial position for the year ending on such date (the "Financials"); (b) the consolidated and consolidating balance sheets of the Guarantor and its Consolidated Subsidiaries Entity as of December 31, 1996 and as to the Predecessor Companies as of December 31, 1995, 1998 and the related statements of operations, stockholder's equity income and cash flows flow of the Guarantor and its Consolidated Subsidiaries Entity for the one quarter period October 17, 1996 (Date of Acquisition) to December 31, 1996 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for each of the two years in the period ended December 31, 1995 and the period January 1, 1996 to October 16, 1996ending on such date; (iic) the unaudited condensed pro forma consolidated financial statements consisting of a statement of financial position and consolidating balance sheets of the Guarantor and its Consolidated Subsidiaries Entity as of March 31, 19971999 but after giving effect to all Related Transactions (the "Pro Forma"); (d) the projected consolidated and consolidating balance sheets and projected statements of earnings and cash flow for the Consolidated Entity for each month from January 1, 1999 to September 30, 1999, for each month or fiscal quarter from November1, 1999 through September 30, 2000, and for each Fiscal Year through the related statements of Fiscal Year ending September 30, 2002, after giving effect to all Related Transactions. Except as set forth on Schedule 10.3 hereto, there has been no material adverse change since December 31, 1998 in the financial condition, operations, stockholder's equity and cash flows assets, business or prospects of the Guarantor and its Consolidated Subsidiaries for Entity, other than as a result of the three months ended March 31Related Transactions, 1997 and, from that reflected in the financial information as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for the three months ended March 31, 1996; and (iii) the unaudited pro forma consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations of the Guarantor and its Consolidated Subsidiaries for the year ended December 31, 1996 and for the three months ended March 31, 1997, and such pro forma consolidated financial statements present fairly the information shown therein, have been prepared in accordance with the Securities and Exchange Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances Entity referred to thereinin clauses (a) through (c).

Financial Information; Financial Condition. All balance sheets, all statements of operations, of shareholders' equity and of cash flow, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Lender or the Trustee for the purposes of or in connection with this Agreement or the Related Documents have been and will be prepared in accordance with GAAP and do and will present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby. Such financial data include the following financial statements and reports which have been furnished fur- nished to the Lessor and the Trustee on or prior to such Closing Date: (i) the audited consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of December 31, 1996 and as to the Predecessor Companies as of December 31, 1995, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the period October 17, 1996 (Date of Acquisition) to December 31, 1996 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for each of the two years in the period ended December 31, 1995 and the period January 1, 1996 to October 16, 1996; (ii) the unaudited condensed consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the three months ended March 31, 1997 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for the three months ended March 31, 1996; and (iii) the unaudited pro forma consolidated financial statements consisting of a statement of financial position 41 of the Guarantor and its Consolidated Subsidiaries as of March 31, 1997, and the related statements of operations of the Guarantor and its Consolidated Subsidiaries for the year ended December 31, 1996 and for the three months ended March 31, 1997, and such pro forma consolidated financial statements present fairly the information shown therein, have been prepared in accordance with the Securities and Exchange Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Information; Financial Condition. All balance sheets, sheets and all statements of operations, of N shareholders' equity and of cash flowchanges in financial position, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Lender Lenders by or the Trustee on behalf of Borrower for the purposes of or in connection with this Agreement Agreement, the Related Documents or the Related Documents Transactions (including the financial information referred to below, except for the Pro Forma and the projections referred to in clauses (c) and (d) below) have been and will be prepared in accordance with GAAP consistently applied throughout the periods involved and do and will present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby. The Pro Forma and all projections (including, without limitation, the Pro Forma and the projections described in clauses (c) and (d) below) which have been or shall be furnished to the Lenders for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to the Lenders, represent management's best estimates of future performance, based upon historical financial information and reasonable assumptions of management. Such financial data include includes, without limitation, the following financial statements and reports which have been furnished to Agent or the Lessor and the Trustee Lenders on or prior to such Closing Datethe date hereof: (ia) the audited consolidated financial statements consisting balance sheet of a statement of financial position of the Guarantor Borrower and its Consolidated Subsidiaries on a consolidated basis as of December 31, 1996 and as to the Predecessor Companies as of December 31, 1995, and the related statements of operations, stockholder's equity and cash flows of the Guarantor and its Consolidated Subsidiaries for the period October 17, 1996 (Date of Acquisition) to December 31, 1996 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for each of the two years in the period ended December 31, 1995 and the period January 1, 1996 to October 16, 1996; (ii) the unaudited condensed consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March 31June 28, 1997, and the related audited statements of operationsearnings, stockholder's equity shareholders' equity, cash flow and cash flows changes in financial position for the year ending on such date (the "FINANCIALS"); (b) the balance sheet of the Guarantor Borrower and its Consolidated Subsidiaries for the three months ended March 31, 1997 and, as to the Predecessor Companies, the related statements of operations, stockholder's equity and cash flows for the three months ended March 31, 1996; and (iii) the unaudited pro forma consolidated financial statements consisting of a statement of financial position of the Guarantor and its Consolidated Subsidiaries as of March May 31, 1997, 1998 and the related statements of operations income and cash flow of the Guarantor Borrower for the eleven month period ending on such date; (c) the pro forma balance sheet of Borrower as of the Closing Date after giving effect to all Related Transactions (the "PRO FORMA"); (d) the projected balance sheets and projected statements of earnings and cash flow for Borrower and its Consolidated Subsidiaries for the year ended December 31each month from July 1998 to June 1999, 1996 and for each Fiscal Year through the three months ended Fiscal Year ending June 30, 2003 after giving effect to all Related Transactions. There has been no Material Adverse Effect since March 31, 19971998, and such pro forma consolidated financial statements present fairly other than as a result of the information shown thereinRelated Transactions, have been prepared in accordance with the Securities and Exchange Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used from that reflected in the preparation thereof are reasonable and the adjustments used therein are appropriate financial information as to give effect to the transactions and circumstances Borrower referred to thereinin clause (a) through (c).