Financial Statements; Pro Forma Balance Sheets Sample Clauses

Financial Statements; Pro Forma Balance Sheets. Projections 94 Section 5.13. Solvency Certificate 94 Section 5.14. Fees, etc 94 Section 5.15. Closing Date Representation and Warranties 94 Section 5.16. Patriot Act and Canadian AML Acts 94 Section 5.17. Borrowing Notice 94 Article 6 Conditions Precedent to all Credit Events after the Closing Date Section 6.01. Incremental Term Loans 95 Section 6.02. Notice of Borrowing 95 Article 7 Representations, Warranties and Agreements Section 7.01. Organizational Status 96 Section 7.02. Power and Authority 96 Section 7.03. No Violation 96 Section 7.04. Approvals 97 Section 7.05. Financial Statements; Financial Condition; Projections 97 Section 7.06. Litigation 98 Section 7.07. True and Complete Disclosure 98 Section 7.08. Use of Proceeds; Margin Regulations 99 Section 7.09. Tax Returns and Payments 99 Section 7.10. ERISA 99 Section 7.11. The Security Documents 100 Section 7.12. Properties 102 Section 7.13. Capitalization 102 Section 7.14. Subsidiaries 102 Section 7.15. Compliance with Statutes, OFAC Rules and Regulations; Patriot Act and Canadian AML Acts; FCPA 102 Section 7.16. Investment Company Act 103 Section 7.17. Environmental Matters 103 Section 7.18. Labor Relations 104 Section 7.19. Intellectual Property 105 Section 7.20. Insurance 105 Section 7.21. No Default 105 Article 8 Affirmative Covenants Section 8.01. Information Covenants 105 Section 8.02. Books, Records and Inspections 109 Section 8.03. Maintenance of Property; Insurance 110 Section 8.04. Existence; Franchises 111 Section 8.05. Compliance with Statutes, etc 111 Section 8.06. Compliance with Environmental Laws 111 Section 8.07. ERISA 112 Section 8.08. Performance of Obligations 113 Section 8.09. Payment of Taxes 113 Section 8.10. Use of Proceeds 114
Sample 1
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Financial Statements; Pro Forma Balance Sheets. Projections 8177 Section 6.12 Solvency Certificate 8277 Section 6.13 Fees, etc. 8278 Section 6.14 Representations and Warranties 8278 Section 6.15 Patriot Axx 0000 Section 6.16 Notice of Borrowing 8278 Section 6.17 Officer’s Certificate 8278 Section 6.18 Material Adverse Effect 8278 Section 6.19 Borrowing Base Certificate 8278 Section 6.20 Availability 8278 ARTICLE 7 Conditions Precedent to All Credit Extensions after the Closing Date 8278 Section 7.01 Notice of Borrowing 8278 Section 7.02 Availability 8378 Section 7.03 No Default 8379 Section 7.04 Representations and Warranties 8379 ARTICLE 8 Representations, Warranties and Agreements 8379 Section 8.01 Organizational Status 8379 Section 8.02 Power and Authority; Enforceability 8379 Section 8.03 No Violation 8379 Section 8.04 Approvals 8480 Section 8.05 Financial Statements; Financial Condition; Projections 8480
Sample 1
Financial Statements; Pro Forma Balance Sheets. On or prior to the Closing Date, the Administrative Agent shall have received (i) the unaudited consolidated balance sheet and the related consolidated statements of income and cash flows for Holdings and its Subsidiaries for each fiscal quarter ending at least 45 days prior to the Closing Date (so long as such fiscal quarter is not a fiscal year end), (ii) the audited consolidated balance sheets and the related consolidated statements of income and cash flows for Holdings and its Subsidiaries for the three most recently completed fiscal years ending at least 90 days prior to the Closing Date, and (iii) a pro forma consolidated balance sheet and related consolidated statements of income for Holdings and its Subsidiaries as of the last day of the most recently ended fiscal quarter for the four fiscal quarter period ending at least 45 days prior to the Closing Date (or 90 days in the case such four fiscal quarter period is the end of Holdings’ fiscal year), prepared after giving effect to the adjustments to Indebtedness and Equity Interests in connection with 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 other financial statements).
Sample 1

Related to Financial Statements; Pro Forma Balance Sheets

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Unaudited Financial Statements The Acquiring Portfolio shall furnish to the Target Portfolio within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Portfolio as complying with the requirements hereof.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and any of its Subsidiaries taken as a whole.

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