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

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 Initial Borrowing Date, the Agents and their Affiliates that are the Lenders on the Closing Date shall have received (i) the audited combined unaudited consolidated balance sheets and related statements of income and cash flows for BWAY Holding for each fiscal quarter of BWAY Holding ended after the Acquired Business for the three most recent years ending close of its December 31, 2009 fiscal quarter and at least 90 40 days prior to the Closing Date, Initial Borrowing 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 Subsidiaries as of the last day of the most recently ended fiscal quarter ended at least 40 days prior to the Initial Borrowing Date (after giving effect to the Transaction), and related pro forma consolidated income statement for Holdings and its Subsidiaries for the 2017 most recently ended four fiscal year and an annual basis thereafter through quarter periods ended at least 40 days prior to the fiscal year ending September 30Initial Borrowing Date prepared as if the Transaction had occurred at the beginning of such period, 2023. The which pro forma financial statements referred to in clauses (i) and (ii) shall be prepared in accordance with U.S. GAAP subject in meet the case requirements of Regulation S-X of the Unaudited Financial Statements to changes resulting from audit Securities Act (other than rules 3-10 and normal year3-end audit adjustments 16 thereof and to the absence extent of certain footnotessuch other adjustments as may be reasonably satisfactory to the Agents) for a registered public offering of non-convertible debt securities of Holdings and its Subsidiaries. The ratio of (x) Consolidated Debt for Borrowed Money (as defined in the Merger Agreement) of BWAY Holding and its Subsidiaries (determined on a pro forma basis after giving effect to the Transaction) to (y) Consolidated EBITDA (as defined in the Merger Agreement) of BWAY Holding and its Subsidiaries for the most recently ended four fiscal quarter period ended at least 40 days prior to the Initial Borrowing Date shall not exceed 5.40:1.00, and the Agents shall have received evidence in reasonable detail demonstrating satisfaction with such requirement.

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 an audited combined consolidated balance sheets sheet of the Acquired Business for the three most recent years ending at least 90 days prior to the Closing DateInterior Logic Group, Inc. as of December 31, 2017, and the related audited consolidated statements of operations and comprehensive income and retained earnings and consolidated statements of cash flows of the Acquired Business for the fiscal years then year then-ended and (ii) an audited consolidated balance sheet of Faraday as of December 31, 2017, and consolidated statements of income and retained earnings and consolidated statements of cash flows for the year then-ended (collectively, the “Audited Financial Statements”), (iib) (i) the unaudited combined consolidated balance sheets of sheet for Interior Logic Group, Inc. for the Acquired Business as of each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause March 31, 2018 (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 consolidated statements of operations and comprehensive income and retained earnings and consolidated statements of cash flows of the Acquired Business for the portion of the fiscal year then then-ended, and (ii) the unaudited consolidated balance sheet for ISI for the fiscal quarter ending as of the Financial Statements Date, and the related consolidated statements of income and retained earnings and consolidated statements of cash flows for the portion of the fiscal year then-ended (the foregoing clauses (b)(i) and (b)(ii), collectively, the “Unaudited Financial Statements”), (iiic) a pro forma consolidated balance sheet for the Lead Borrower prepared as of the Financial Statements Date and a pro forma statement of operations and comprehensive income and statements of cash flows for the most recent fiscal year covered by the Audited Financial Statements and the year to year-to-date and the four four-quarter period ending on the Financial Statements Date, prepared so as to give effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet) or as if the Transactions had occurred at the beginning of such period (in the case of such statement of operations), 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 and (ivd) forecasts of the financial performance of Holdings and its restricted subsidiaries Restricted Subsidiaries on a quarterly basis for the 2017 2018 fiscal year and an annual basis thereafter through the fiscal year ending September 30December 31, 20232024 (it being agreed that such forecasts shall not be provided to Public-Xxxxxx). The financial statements referred to in clauses (ia) and (iib) above 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 (i) the audited combined balance sheets of the Acquired Business Securus Technologies Holdings, Inc. and its Subsidiaries 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 Securus Technologies Holdings, Inc. and its Subsidiaries for the fiscal years then ended (collectively, the “Audited Financial Statements”), (ii) the unaudited combined balance sheets of the Acquired Business Securus Technologies Holdings, Inc. and its Subsidiaries 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 Securus Technologies Holdings, Inc. and its Subsidiaries 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 the Borrower and its restricted subsidiaries on a quarterly basis for the 2017 and 2018 fiscal year years and an annual basis thereafter through the fiscal year ending September 30, 2023in 2025. 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 an audited combined consolidated balance sheets sheet of the Acquired Business for the three most recent years ending at least 90 days prior to the Closing DateInterior Logic Group, Inc. as of December 31, 2017, and the related audited consolidated statements of operations and comprehensive income and retained earnings and consolidated statements of cash flows of the Acquired Business for the fiscal years then year then-ended, and (ii) an audited consolidated balance sheet of Faraday as of December 31, 2017, and consolidated statements of income and retained earnings and consolidated statements of cash flows for the year then-ended (collectively, the “Audited Financial Statements”), (iib) (i) the unaudited combined consolidated balance sheets of sheet for Interior Logic Group, Inc. for the Acquired Business as of each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause March 31, 2018 (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 consolidated statements of operations and comprehensive income and retained earnings and consolidated statements of cash flows of the Acquired Business for the portion of the fiscal year then then-ended, and (ii) the unaudited consolidated balance sheet for ISI for the fiscal quarter ending as of the Financial Statements Date, and the related consolidated statements of income and retained earnings and consolidated statements of cash flows for the portion of the fiscal year then-ended (the foregoing clauses (b)(i) and (b)(ii), collectively, the “Unaudited Financial Statements”), (iiic) a pro forma consolidated balance sheet for the Lead Borrower prepared as of the Financial Statements Date and a pro forma statement of operations and comprehensive income and statements of cash flows for the most recent fiscal year covered by the Audited Financial Statements and the year to year-to-date and the four four-quarter period ending on the Financial Statements Date, prepared so as to give effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet) or as if the Transactions had occurred at the beginning of such period (in the case of such statement of operations), 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 and (ivd) forecasts of the financial performance of Holdings and its restricted subsidiaries Restricted Subsidiaries on a quarterly basis for the 2017 2018 fiscal year and an annual basis thereafter through the fiscal year ending September 30December 31, 20232024 (it being agreed that such forecasts shall not be provided to Public-Xxxxxx). The financial statements referred to in clauses (ia) and (iib) 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.