Common use of Financial Information; Financial Condition Clause in Contracts

Financial Information; Financial Condition. All balance sheets and all statements of operations, of shareholders' equity and of changes in financial position, and other financial data (other than projections) which have been or shall hereafter be furnished to Lenders by or on behalf of Borrower for the purposes of or in connection with this Agreement, the Related Documents or the Related Transactions (including the financial information referred to below, except for the projections referred to in CLAUSES (c) and (d) below) and the notes thereto, except as disclosed in the notes to such financial statements, 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 (subject, in the case of interim financial statements, to normal recurring year-end adjustments and the absence of footnotes). All projections (including, without limitation, the projections described in CLAUSES (c) and (d) below) which have been or shall be furnished to Lenders for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to Lenders, represent management's best estimates of future performance, based upon historical financial information and reasonable assumptions of management. Such financial data includes, without limitation, the following financial statements and reports which have been furnished to Agent or Lenders on or prior to the date hereof: (a) the audited balance sheet of Borrower as of December 31, 1998, and the related audited statements of earnings, shareholders' equity, cash flow and changes in financial position of Borrower on a consolidated basis for the year ending on such date (the "FINANCIALS"); (b) the balance sheet of Borrower and HZ Sub on a consolidated basis as of March 31, 1999 and the related statements of income and cash flow of Borrower and HZ Sub on a consolidated basis for the 3 month period ending on such date; (c) the pro forma balance sheet of Borrower and HZ Sub on a consolidated basis as of March 31, 1999 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 on a consolidated basis for each Fiscal Quarter from the Closing Date through December, 2001 and for each Fiscal Year through the Fiscal Year ending December 31, 2004. There has been no material adverse change since March 31, 1999 in the financial condition, operations, assets or business of Borrower from that reflected in the financial information Borrower referred to in CLAUSE (b) of this SECTION 10.3.

Financial Information; Financial Condition. All balance sheets sheets, cash flow statements and all statements of operations, of shareholders' equity and of changes in financial position, and other financial data position (other than projections) which have been or shall hereafter be furnished to Lenders Lender by or on behalf of Borrower the Borrowers for the purposes of or in connection with this Agreement, the Related Documents or the Related Transactions (including the financial information referred to below, except for the projections referred to in CLAUSES (c) and CLAUSE (d) below) and the notes thereto, except as disclosed in the notes to such financial statements, 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 (subject, in the case of interim financial statements, to normal recurring year-end adjustments and the absence of footnotes)thereby. All projections (including, without limitation, the projections described in CLAUSES (cd) and (de) below) which have been or shall be furnished to Lenders Lender for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to Lenders, represent management's best the Borrowers' managements' reasonable estimates of future performanceperformance at the time such projections are made, based upon historical financial information and reasonable assumptions of management. Such financial data includes, without limitation, the following financial statements and reports which have been furnished to Agent or Lenders Lender on or prior to the date hereof: (a) the audited consolidated balance sheet sheets of Borrower the Consolidated Entity as of December October 31, 1998, and the related audited consolidated statements of earnings, shareholders' equity, cash flow and changes in financial position of Borrower on a consolidated basis for the year ending on such date (the "FINANCIALS"); (b) the consolidated balance sheet sheets of Borrower and HZ Sub on a consolidated basis the Consolidated Entity as of March December 31, 1999 1998 and the related statements of income and cash flow of Borrower and HZ Sub on a consolidated basis the Consolidated Entity for the 3 two-month period ending on such date; (c) the pro forma consolidated balance sheet sheets of Borrower and HZ Sub on a consolidated basis the Consolidated Entity as of March 31, 1999 the Closing Date after giving effect to all Related Transactions (the "PRO FORMA"); (d) the projected pro forma consolidated balance sheets and projected statements of earnings and cash flow for Borrower on a consolidated basis the Consolidated Entity for each Fiscal Quarter from the Closing Date through December, 2001 and for each Fiscal Year through during the Fiscal Year Years ending December October 31, 20041999 and October 31, 2000, respectively, in each case after giving effect to all Related Transactions. There has been no material adverse change since March October 31, 1999 1998 in the financial condition, operations, assets or business of Borrower the Consolidated Entity, other than as a result of the Related Transactions, from that reflected in the financial information Borrower as to the Consolidated Entity referred to in CLAUSE CLAUSES (ba) of this SECTION 10.3through (c).

Financial Information; Financial Condition. All Except as set forth in SCHEDULE XI, all balance sheets and sheets, all statements of operations, of shareholders' equity and of changes in financial position, and other financial data (other than projections) which have been or shall hereafter be furnished to Lenders by or on behalf of Borrower Lender for the purposes of or in connection with this Agreement, the Related Documents or the Related Transactions (including the financial information referred to below, except for the projections referred to in CLAUSES CLAUSE (c) and (dD) below) and the notes thereto, except as disclosed in the notes to such financial statements, 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 (subjectthereby, in provided that the case foregoing representation with respect to such financial data of interim financial statements, GMH is made by the Borrower to normal recurring year-end adjustments and the absence of footnotes)its best knowledge. All projections (including, without limitation, the projections described in CLAUSES CLAUSE (c) and (dD) below) which have been or shall be furnished to Lenders Lender for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to Lenders, will represent at the time made management's best estimates of future performance, based upon historical financial information and reasonable assumptions of management. Such financial data includesinclude, without limitation, the following financial statements and reports which have been furnished to Agent or Lenders on or Lender prior to the date hereof: (a) the audited consolidated balance sheet of Borrower GMH as of December 31, 1998, 1994 and the related audited statements of earnings, shareholdersstockholders' equity, cash flow equity and changes in financial position of Borrower on a consolidated basis for the year ending on such date (the "FINANCIALS"); (b) the balance sheet of Borrower and HZ Sub on a consolidated basis as of March 31, 1999 and the related statements of income and cash flow of Borrower and HZ Sub on a consolidated basis for the 3 month period ending on such date; (b) the audited balance sheet and unaudited statements of earnings, stockholders' equity and cash flow statement of GMH, certified by the president of Borrower, for the ten month period ending October 31, 1995 and for the month of October 1995; (c) the pro forma balance sheet of Borrower and HZ Sub on a consolidated basis as of March 31, 1999 the Closing Date after giving effect to all Related Transactions (the "PRO FORMA")Transactions; (d) cash flow projections for Borrower for the Fiscal Years 1996 through 2000 after giving effect to all Related Transactions; and (e) projected balance sheets sheets, and projected statements of earnings earnings, stockholders' equity and cash flow changes in financial position for Borrower on a consolidated basis for each Fiscal Quarter from the Closing Date through December, 2001 and for each month in Fiscal Year through the 1995 and each month or quarter in Fiscal Year ending December 311996 after giving effect to all Related Transactions. To Borrower's best knowledge after due inquiry, 2004. There except as set forth on SCHEDULE XIV there has been been, and on the date of the initial Loan there will have been, no material adverse change since March December 31, 1999 1994 in the financial condition, operations, assets assets, business or business prospects of Borrower GMH and Xxxxx other than as a result of the Related Transactions, from that reflected in the financial information Borrower referred to in CLAUSE CLAUSES (bA) of this SECTION 10.3and (B).

Financial Information; Financial Condition. All balance sheets and sheets, all statements of net assets, all statements of operations, of shareholders' equity and of changes in financial position, and other financial data (other than projections) which have been or shall hereafter be furnished to Lenders by or on behalf of Borrower any Lender Party for the purposes of or in connection with this Agreement, the Related Documents or the Related Transactions (including the financial information referred to below, except for the projections referred to in CLAUSES (c) and clause (d) below) and the notes thereto, except as disclosed in the notes to such financial statements, 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 except that (subject, i) in the case of interim financial statementsthe Audited Financials (as defined below), the foregoing representation is made (A) subject to normal recurring year-end adjustments and inconsistencies which may arise in connection with the absence preparation of footnotes)consolidated financial statements of Seller and (B) except as otherwise stated in the reports that accompanied the Audited Financials, (ii) the Unaudited Financials (as defined below) have been prepared in accordance with Seller's usual historical practice for the preparation of monthly financial statements and the foregoing representation is subject to adjustments and inconsistencies arising therefrom and (iii) the foregoing representation with respect to such financial data of Seller is made by Borrower to its best knowledge after due inquiry. All projections (including, without limitation, the projections described in CLAUSES (c) and clause (d) below) which have been or shall be furnished to Lenders any Lender Party for purposes of or in connection with this Agreement, the Related Documents or the Related Transactions have represented and will, when delivered to Lenders, will represent at the time made management's best estimates of future performance, based upon historical financial information and reasonable assumptions of management. Such financial data includesinclude, without limitation, the following financial statements and reports which have been furnished to Agent or Lenders on or prior to the date hereof: (a) the audited consolidated balance sheet of Borrower Seller as of December 31, 19981995 and the statement of net assets of Steri-Oss as of December 31, 1995 and the eight month period ended August 24, 1996 and the related audited combined statements of earnings, shareholders' equity, income and cash flow and changes in financial position flows of Borrower on a consolidated basis Steri-Oss for the year periods ending on such date dates (the "FINANCIALSAudited Financials"); (b) the unaudited statement of net assets of Steri-Oss and related combined statements of income and cash flows of Steri-Oss certified by the chief financial officer of B&L, for the month ending September 27, 1996 and for the month of October, 1996 (the "Unaudited Financials"); (c) pro forma consolidated balance sheet of Borrower and HZ Sub on a consolidated basis its Subsidiaries as of March 31October 25, 1999 and the related statements of income and cash flow of Borrower and HZ Sub on a consolidated basis for the 3 month period ending on such date; (c) the pro forma balance sheet of Borrower and HZ Sub on a consolidated basis as of March 31, 1999 1996 after giving effect to all Related Transactions (the "PRO FORMA")Transactions; (d) consolidated cash flow projections for Borrower and its Subsidiaries for the Fiscal Years 1997 through 2002, based on the historical financial statements and records of Steri-Oss, after giving effect to all Related Transactions; and (e) projected consolidated balance sheets sheets, and projected statements of earnings earnings, shareholders' equity and cash flow changes in financial position for Borrower on a consolidated basis and its Subsidiaries for each month in Fiscal Quarter from Year 1997 and each quarter in Fiscal Year 1998, based on the historical financial statements and records of Steri-Oss, after giving effect to all Related Transactions. As of the Closing Date through December, 2001 and for each Fiscal Year through the Fiscal Year ending December 31, 2004. There there has been no material adverse change since March 31August 24, 1999 1996 in the financial condition, operations, assets assets, business or business prospects of Borrower Steri-Oss or B&L, other than as a result of the Related Transactions, from that reflected in the financial information Borrower referred to in CLAUSE clauses (ba) through (c). No notices or other communications have been given or received with respect to the matters described in Section 4.23 of this SECTION 10.3the Asset Purchase Agreement, except such as have been delivered to Lenders by Borrower prior to the Closing Date.