Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and the Lenders shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows for the Lead Borrower and its consolidated Subsidiaries for each fiscal quarter of Lead Borrower and its consolidated Subsidiaries ended after the close of its June 30, 2016 fiscal quarter and at least 45 days prior to the Closing Date and (ii) a pro forma consolidated balance sheet of Lead Borrower and its consolidated Subsidiaries as of the last day of the most recently ended fiscal quarter ended at least 45 days prior to the Closing Date (after giving effect to the Transaction), and related pro forma consolidated income statement for Lead Borrower and its consolidated Subsidiaries for the most recently ended four fiscal quarter periods ended at least 45 days prior to the Closing Date prepared as if the Transaction had occurred at the beginning of such period, which pro forma financial statements need not meet the requirements of Regulation S-X of the Securities Act.
Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and their Affiliates that are Lenders on the Closing Date shall have received (i) the audited combined balance sheets of the Acquired Business for the three most recent years ending at least 90 days prior to the Closing Date, and the related audited statements of operations and comprehensive income and statements of cash flows of the Acquired Business for the fiscal years then ended (collectively, the “Audited Financial Statements”), (ii) the unaudited combined balance sheets of the Acquired Business as of each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (i) and at least 45 days prior to the Closing Date (the date of the last such applicable fiscal quarter, the “Financial Statements Date”), and the related unaudited statements of operations and comprehensive income and statements of cash flows of the Acquired Business for the portion of the fiscal year then ended (the “Unaudited Financial Statements”), (iii) a pro forma consolidated balance sheet for the Borrower prepared as of the Financial Statements Date and a pro forma statement of comprehensive income for the most recent fiscal year covered by the Audited Financial Statements and the year to date and the four quarter period ending on the Financial Statements Date, and (iv) forecasts of the financial performance of Holdings and its restricted subsidiaries on a quarterly basis for the 2017 fiscal year and an annual basis thereafter through the fiscal year ending September 30, 2023. The financial statements referred to in clauses (i) and (ii) shall be prepared in accordance with U.S. GAAP subject in the case of the Unaudited Financial Statements to changes resulting from audit and normal year-end audit adjustments and to the absence of certain footnotes.
Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and their Affiliates that are Lenders on the Closing Date shall have received (a) (i) the audited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the HTA Targets and their respective Subsidiaries and (ii) the audited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) (collectively, the “Audited Financial Statements”), (b) (i) the unaudited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(i) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of the HTA Target and their respective Subsidiaries, at least 90 days prior to the Closing Date) and (ii) the unaudited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition), at least 90 days prior to the Closing Date) (the date of the last such applicable fiscal year or fiscal quarter, as applicable, the “Financial Statements Date”) and the related unaudited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for the portion of the fiscal year then ended (the “Unaudited Financial Statements”), (c) a pro forma consolidated balance sheet for the Borrower prepared as of the Financial Statements Date and a pro forma stateme...
Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Commitment Parties shall have received (i) the audited consolidated balance sheets and the related audited consolidated statements of income, consolidated statements of partners’ equity and consolidated statements of cash flows of the Target as of and for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020 and for any fiscal year ended at least 90 days prior to the Closing Date (collectively, the “Audited Target Financial Statements”), (ii) the audited consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ deficit of the Borrower as of the end of and for the fiscal years ended December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020 and for any other fiscal year ended at least 90 days prior to the Closing Date (collectively, the “Audited Borrower Financial Statements” and, together with the Audited Target Financial Statements, the “Financial Statements”), and (iii) a pro forma combined balance sheet and related pro forma combined statement of income of the Borrower and its consolidated Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four fiscal quarter period for which historical financial statements of the Borrower and the Target are provided pursuant to the foregoing, in each case of this clause (iii), prepared so as to give 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 other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting in connection with the Acquisition (the “Pro Forma Financial Statements”).
Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and the Lenders shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows for Holdings for each fiscal quarter of Holdings ended after the close of its June 30, 2012 fiscal quarter and at least 45 days prior to the Closing Date and (ii) a pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recently ended fiscal quarter ended at least 45 days prior to the Closing Date (after giving effect to the Transaction), and related pro forma consolidated income statement for Holdings and its Subsidiaries for the most recently ended four fiscal quarter periods ended at least 45 days prior to the Closing Date prepared as if the Transaction had occurred at the beginning of such period, which pro forma financial statements need not meet the requirements of Regulation S-X of the Securities Act.
Financial Statements; Pro Forma Balance Sheets; Projections. On 112 or prior to the Closing Date, the Agents and the Lenders shall have received (iii) the audited consolidated balance sheets and related consolidated statements of operations, cash flows and shareholders’ equity for the Parent for the three most recently completed fiscal years of the Parent, ended at least 90 days before the Closing Date; (iv) the unaudited consolidated balance sheets and related statements of operations and cash flows of the Parent for each subsequent fiscal quarter of the Parent (other than the fourth fiscal quarter), ended at least 45 days before the Closing Date and (v) pro forma consolidated balance sheet and related statement of operations of the Parent and its Subsidiaries (including the Acquired Business as of and for the twelve months ending December 31, 2013 as reflected in the Financial Statements (as defined in the Acquisition Agreement)) as of and for the twelve-month period ending with the latest quarterly period of the Parent covered by the financial statements referred to in clause (ii), all of which shall be prepared in accordance with IFRS.
Financial Statements; Pro Forma Balance Sheets; Projections. On ----------------------------------------------------------- or prior to the Effective Date, the Administrative Agent shall have received the financial statements, the pro forma balance sheets and the Projections referred to in Section 7.05(a), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks.
Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Initial Borrowing Date, the Agents and the Lenders shall have received and the Administrative Agent, the Joint Lead Arrangers and the Required Lenders shall be reasonably satisfied with (i) audited consolidated financial statements of the Acquired Canadian Business for the three fiscal years of the Acquired Canadian Business ended prior to the Initial Borrowing Date, (ii) unaudited consolidated financial statements of the Acquired Canadian Business for each fiscal quarter of the Acquired Canadian Business ended after the close of its most recent fiscal year and at least 45 days prior to the Initial Borrowing Date, (iii) unaudited consolidated financial statements of the U.S. Borrower for each fiscal quarter of the U.S. Borrower ended after the close of its most recent fiscal year and at least 45 days before the Initial Borrowing Date, (iv) pro forma income statement and balance sheet of Holdings and its Subsidiaries (including the Acquired Canadian Business), which pro forma statements shall demonstrate, to the Administrative Agent’s, each Joint Lead Arranger’s and the Required Lenders’ reasonable satisfaction, that the financial covenants described herein shall be satisfied on the Initial Borrowing Date (on a pro forma basis after giving effect to the Transaction) and (v) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the seven fiscal years ended after the Initial Borrowing Date, which projections (the “Projections”) shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries after giving effect to the Transaction and the related financing thereof, and (y) be prepared and approved by Holdings.
