Common use of Financial Statements; Pro Forma Balance Sheet Clause in Contracts

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of Company and its Subsidiaries for Fiscal Years ended December 31, 1994, 1995 and 1996, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Company and its Subsidiaries as at September 30, 1997, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the nine-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) pro forma consolidated balance sheets of Company and its Subsidiaries as of November 30, 1997, prepared in accordance with GAAP and reflecting the consummation of the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders and (iv) pro forma financial statements (including consolidated balance sheets, statements of operations, stockholders' equity and cash flows) of Company and its Subsidiaries for the 10-year period commencing on the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company Merger Sub (i) audited financial statements of Company FTD and its Subsidiaries for Fiscal Years ended December 312001, 1994, 1995 2002 and 19962003, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Company FTD and its Subsidiaries as at September 30December 31, 19972003, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the nine6-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company FTD that they fairly present the financial condition of Company FTD and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated balance sheets of Company FTD and its Subsidiaries as of November 30January 31, 19972004, prepared in accordance with GAAP and reflecting the consummation of the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders and (iv) pro forma financial statements (including consolidated balance sheets, statements of operations, stockholders' equity and cash flows) of Company and its Subsidiaries for the 10-year period commencing on the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to LendersAdministrative Agent.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of Company and its Subsidiaries for Fiscal Years ended December 311995, 1994, 1995 1996 and 19961997, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Company and its Subsidiaries as at for the nine- month fiscal period ended September 30, 19971998, consisting of a balance sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for the nine-month period ending on such dateflows, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) pro forma consolidated balance sheets sheet of Company and its Subsidiaries as of at November 30, 19971998, prepared in accordance with GAAP and reflecting the consummation of the MergerRecapitalization and the Reorganization, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders Lenders, and (iv) pro forma projected financial statements (including consolidated balance sheets, sheets and statements of operations, stockholders' equity and cash flows) of the Company and its Subsidiaries Subsidiaries, for the 10six-year period commencing on after the Closing Date, which pro forma financial statements shall Date to be in form and substance satisfactory to Administrative Agent and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Effective Date, Lenders shall have received from Company (i) audited financial statements of Company Holdings and its Subsidiaries for Fiscal Years ended December 31, 1994, 1995 1997 and 19961998, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Company Holdings and its Subsidiaries as at September 30, 1997June 30 1999, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the ninesix-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Holdings and Company that they fairly present the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated balance sheets of Company Holdings and its Subsidiaries as of November 30, 1997at the Effective Date, prepared in accordance with GAAP and reflecting the consummation of the Merger1999 Acquisitions, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders Administrative Agent and (iv) pro forma financial statements (including consolidated balance sheets, statements of operations, stockholders' equity and cash flows) of Company and its Subsidiaries for the 10-year period commencing on the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Lenders.