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) audited consolidated financial statements of the Parent Borrower for Fiscal Year 2014, 2013 and 2012, (ii) the unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flows of the Parent Borrower for each Fiscal Quarter ended on or after March 31, 2015 and at least 45 days prior to the Closing Date and (iii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Agent as of last day of and for the most recently completed Fiscal Year ended at least 90 days prior to the Closing Date and for the most recently completed Fiscal Quarter ended at least 45 days 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 the statement of income) and other than a Fiscal Year end, the pro forma statement of income of the Borrower Agent for the 12 month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days prior to the Closing Date; provided that (i) each such pro forma financial statement shall be prepared in good faith by the Borrower Agent and (ii) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received (i) audited consolidated financial statements of the Parent Borrower for Fiscal Year 2014, 2013 and 2012, (ii) the unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flows of the Parent Borrower Company for each Fiscal Quarter ended on or after March 31, 2015 2012 and at least 45 days prior to the Closing Date and (iiiii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Agent as of last day of and for the most recently completed Fiscal Year ended at least 90 days prior to the Closing Date and for the most recently completed Fiscal Quarter ended at least 45 days 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 the statement of income) and other than a Fiscal Year end, the pro forma statement of income of the Borrower Agent for the 12 12-month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days prior to the Closing Date; provided that (i) each such pro forma financial statement shall be prepared in good faith by the Borrower Agent and (ii) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received (i) audited consolidated financial statements of the Parent Borrower for Fiscal Year 2014, 2013 and 2012, (ii) the unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flows of the Parent Borrower Company for each Fiscal Quarter ended on or after March 31, 2015 2012 and at least 45 days prior to the Closing Date and (iiiii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Agent as of last day of and for the most recently completed Fiscal Year ended at least 90 days prior to the Closing Date and for the most recently completed Fiscal Quarter ended at least 45 days 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 the statement of income) and other than a Fiscal Year end, the pro forma statement of income of the Borrower Agent for the 12 month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days prior to the Closing Date; provided that (i) each such pro forma financial statement shall be prepared in good faith by the Borrower Agent and (ii) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).