Common use of Financial Statements and Pro Forma Financial Statements Clause in Contracts

Financial Statements and Pro Forma Financial Statements. The Initial Lenders shall have received (i) to the extent the Borrower has received the same under the Acquisition Agreement (a) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of comprehensive loss, changes in shareholders’ equity and cash flows of the Target and its consolidated subsidiaries for, the two most recently completed fiscal years ended at least 120 days prior to the Closing Date and (b) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related income statement and cash flow statement of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (a) and ended at least 60 days before the Closing Date (in the case of this clause (b), without footnotes) and (ii) an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the U.S. Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 60 days (or 120 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805 (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower). The Initial Lenders acknowledge receipt of the financial statements referred to in clause (i)(a) hereof in respect of the fiscal years ended December 31, 2018, December 31, 2017 and December 31, 2016 and the financial statements referred to in clause (i)(b) above in respect of the fiscal quarters ended March 31, 2018, June 30, 2018, September 30, 2018 and March 31, 2019.

Financial Statements and Pro Forma Financial Statements. The Initial Lenders Administrative Agent shall have received received, (i) to the extent the Borrower has received the same under the Acquisition Agreement (ax) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, changes in shareholderscash flows and stockholders’ equity and cash flows of the Target and its consolidated subsidiaries for, the two three most recently completed fiscal years ended at least 120 110 days prior to the Closing Date and (by) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related income statement consolidated statements of operations, comprehensive loss, cash flows and cash flow statement stockholders’ equity of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (ax) and ended at least 60 46 days before the Closing Date (in the case of this clause (by), without footnotes) and (ii) an a unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the U.S. Borrower Target as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 60 46 days (or 120 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities ActAct of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Parent Borrower). The Initial Lenders acknowledge Administrative Agent hereby acknowledges receipt of the financial statements referred to (i) in clause (i)(a‎(i)(x) hereof above in respect of the fiscal years ended December 31July 29, 20182014, December 31June 28, 2017 2015 and December 31July 3, 2016 and the financial statements referred to 2016, (ii) in clause (i)(b‎(i)(y) above in respect of the fiscal quarters ended March 31October 2, 20182016, June 30January 1, 20182017 and April 2, September 30, 2018 2017 and March 31, 2019(iii) in clause ‎(ii) above in respect of the pro forma financial statements.

Financial Statements and Pro Forma Financial Statements. The Initial Lenders Administrative Agent shall have received received, (i) to the extent the Borrower has received the same under the Acquisition Agreement (ax) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, changes in shareholderscash flows and stockholders’ equity and cash flows of the Target and its consolidated subsidiaries for, the two three most recently completed fiscal years ended at least 120 110 days prior to the Closing Date and (by) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related income statement consolidated statements of operations, comprehensive loss, cash flows and cash flow statement stockholders’ equity of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (ax) and ended at least 60 46 days before the Closing Date (in the case of this clause (by), without footnotes) and (ii) an a unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the U.S. Borrower Target as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 60 46 days (or 120 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities ActAct of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Parent Borrower). The Initial Lenders acknowledge Administrative Agent hereby acknowledges receipt of the financial statements referred to (i) in clause (i)(ai)(x) hereof above in respect of the fiscal years ended December 31July 29, 20182014, December 31June 28, 2017 2015 and December 31July 3, 2016 and the financial statements referred to 2016, (ii) in clause (i)(bi)(y) above in respect of the fiscal quarters ended March 31October 2, 20182016, June 30January 1, 20182017 and April 2, September 30, 2018 2017 and March 31, 2019(iii) in clause (ii) above in respect of the pro forma financial statements.