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

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received: (i) (A) the audited consolidated balance sheets of the Borrower as of December 31, 2015 and December 31, 2016 and the audited consolidated statements of income or operations of the Borrower for the Fiscal Years then ended and (B) the audited consolidated balance sheet and the related statement of income of the Target for the Fiscal Year then ended as of December 31, 2016; (ii) (A) the unaudited consolidated balance sheet and the related unaudited consolidated statement of income or operations of the Borrower as of and for, as applicable, the Fiscal Quarters ended on or about March 31, 2017 and June 30, 2017 and (B) the Target Quality of Earnings Report; and (iii) a pro forma consolidated balance sheet and the related consolidated statement of income for the Borrower as of and for, as applicable, the four Fiscal Quarter period ended June 30, 2017, prepared in good faith 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); provided that it is understood and agreed that the pro forma financial statements required by this clause (c)(ii) shall not be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standard Codification 805, Business Combinations (formerly SFAS 141R));

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received: (i) (A) the audited consolidated balance sheets of the Borrower Target as of the Fiscal Years ended December 3127, 2015 and December 3125, 2016 and 2016, together with the audited consolidated statements of operations and comprehensive income or operations of the Borrower for the Fiscal Years then ended (loss), cash flows and (B) the audited consolidated balance sheet and the related statement of income stockholders’ equity of the Target for the Fiscal Year Years then ended as of December 31, 2016ended; (ii) (A) the unaudited consolidated balance sheet and of the Target as of June 25, 2017, together with the related unaudited consolidated statement of operations and comprehensive income or operations (loss), cash flows and stockholders’ equity of the Borrower as of and for, as applicable, Target for the Fiscal Quarters ended on or about March 31, 2017 and June 30, 2017 and (B) the Target Quality of Earnings Reportfour-month period then ended; and (iii) a pro forma consolidated balance sheet of the Target as of June 25, 2017 and the a related consolidated statement of operations and comprehensive income (loss) of the Target for the Borrower as of and for12-month period then ended, as applicable, the four Fiscal Quarter period ended June 30, 2017, in each case prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (June 25, 2017 in the case of such the balance sheet) sheet or at the beginning first date of such 12-month period (then ended in the case of such the statement of incomeoperations and comprehensive income (loss); provided that that, it is understood and agreed that the no financial statements or pro forma financial statements required by this clause (c)(iic) shall not be required to include any adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standard Codification 805, Business Combinations (formerly SFAS 141R));.

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received: (i) (A) the audited consolidated balance sheets of the Borrower Target as of December 31, 2015 2014 and December 31, 2016 2013 and the audited consolidated statements of operations, comprehensive income or operations (loss), equity and cash flows of the Borrower Target for the Fiscal Years then ended and (B) the audited consolidated balance sheet of the Target as of December 31, 2015 and the related audited consolidated statement of operations, comprehensive income (loss), equity and cash flows of the Target for the Fiscal Year then ended as of December 31, 2016; (ii) (A) the unaudited consolidated balance sheet and the related unaudited consolidated statement of income or operations of the Borrower as of and for, as applicable, the Fiscal Quarters ended on or about March 31, 2017 and June 30, 2017 and (B) the Target Quality of Earnings Reportended; and (iiiii) a pro forma consolidated balance sheet of Purchaser as of December 31, 2015 (based on the balance sheet described in clause (c)(i)(B) above) and the a related consolidated statement of income for the Borrower as Fiscal Year ending on such date (based on the statement of and forincome described in clause (c)(i)(B) above), as applicable, the four Fiscal Quarter period ended June 30, 2017in each case, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (December 31, 2015, in the case of such balance sheet) , or at the beginning of such period (January 1, 2015, in the case of such the statement of income); provided that it is understood and agreed that the pro forma financial statements required by this clause (c)(ii) shall not be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standard Codification 805, Business Combinations (formerly SFAS 141R));