Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers shall have received from Company (i) publicly available audited financial statements of WGII and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 29, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII that they fairly present the financial condition of WGII 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, (iv) publicly available unaudited interim financial statements of Company and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-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,
Financial Statements; Pro Forma Financial Statements. On or before the Effective Date, Administrative Agent shall have received from Company for distribution to Lenders (a) audited financial statements of Company and its Subsidiaries for Fiscal Years 2007, 2008 and 2009, consisting of the consolidated balance sheet and the related consolidated statements of income and cash flows for such Fiscal Years and (b) unaudited financial statements of Company and its Subsidiaries for each Fiscal Quarter ending after December 31, 2009 but before 45 days prior to the Effective Date, and, consisting of the consolidated balance sheet and the related consolidated statements of income and cash flows for the applicable period ending the last day of such Fiscal Quarter, in each case 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.
Financial Statements; Pro Forma Financial Statements. The Lead Arranger shall have received (A) audited consolidated balance sheets and related statements of income and cash flows and stockholders’ equity of (i) the Borrower and its Subsidiaries for each of the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 (the “Borrower Audited Financial Statements”) and (ii) the Target and its Subsidiaries for each of the fiscal years ended March 31, 2013, March 31, 2014 and March 31, 2015 (the “Target Audited Financial Statements”), (B) unaudited consolidated balance sheets and related statements of income and cash flows and stockholders’ equity of (i) the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2014 and at least 45 days prior to the Closing Date (the “Borrower Quarterly Financial Statements”) and (ii) Target and its Subsidiaries for each fiscal quarter ended after March 31, 2015 and at least 45 days prior to the Closing Date (the “Target Quarterly Financial Statements”) and (C) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries (after giving effect the Transactions) as of and for the period of four (4) consecutive fiscal quarters ending June 30, 2015, 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) (the “Pro Forma Financial Statements”).
Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Lenders shall have received from Borrower (i) final audited financial statements of Borrower for the three most recent Fiscal Years for which such financial statements are available; (ii) a final pro forma balance sheet of Borrower as of January 31, 2002; (iii) a final income statement for the most recent of the fiscal years provided pursuant to clause (i), giving pro forma effect to the Transactions, which pro forma financial statements shall be in form and substance reasonably satisfactory to Administrative Agent; (iv) the most recently available projections of Borrower, which projections shall be in form and substance reasonably satisfactory to Administrative Agent; and (v) a final reconciliation of adjustments for Consolidated EBITDA, in form and substance satisfactory to Administrative Agent.
Financial Statements; Pro Forma Financial Statements. Each Joint Lead Arranger shall have received (i) at least 20 days prior to the Closing Date, audited financial statements of Xxxxxxx Transmission Division for each of the fiscal years ending December 31, 2004, 2005 and 2006, (ii) interim unaudited financial statements of Xxxxxxx Transmission Division for each quarter period ended after December 31, 2006 and at least 60 days prior to the Closing Date and (iii) the unaudited pro forma consolidated financial statements dated as of March 31, 2007 of the Borrower and its consolidated Subsidiaries (the “Pro Forma Financial Statements”) giving effect (as if such events had occurred on such date) to (A) the Transactions, including the Loans to be made on the Closing Date and the use of the proceeds thereof and (B) the payment of fees and expenses in connection with the foregoing.
Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for the Fiscal Year ended December 31, 2002, (ii) unaudited consolidating financial statements of Company and its Subsidiaries for the Fiscal Year ended December 31, 2002, (iii) a pro forma balance sheet, giving effect to the transactions contemplated by this Agreement as of December 31, 2002, which pro forma balance sheet shall be in form and substance satisfactory to Administrative Agent and (iv) either (a) projected financial statements (including balance sheets and statements of operations and cash flows) of Company and its Subsidiaries for the five-year period after the Closing Date, all of the foregoing to be (x) substantially consistent with the financial statements delivered pursuant to clauses (i) and (ii) above and (y) otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent or (b) an Officer's Certificate certifying that there has been no material adverse change in the projected results of operations set forth in the projections contained in the Confidential Information Memorandum.
Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Lenders shall have received from Borrower (i) audited and unaudited financial statements of Borrower and its Subsidiaries as set forth in Schedule 4.1E and (ii) pro forma financial statements, giving effect to the Refinancing and the other transactions contemplated herein to occur on or before the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Co-Arrangers.
Financial Statements; Pro Forma Financial Statements. On or before the First Closing Date, the Purchasers shall have received from the Company (i) audited financial statements of the Company and the Company's Subsidiaries for Fiscal Years ended December 31, 2001 and December 31, 2002, 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 the Company and the Company's Subsidiaries as at September 30, 2003 and September 30,2002, consisting of balance sheets and the related consolidated statements of income and stockholders' equity for the nine-month periods ending on such dates, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present the financial condition of the Company and the Company's Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) a pro forma estimated consolidated balance sheet of the Company and the Company's Subsidiaries as at the First Clos- ing Date and reflecting the consummation of the transactions contemplated herein, which pro forma balance sheet shall be in form and substance satisfactory to the Purchasers.
Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of each Target and its Subsidiaries for the Targets Fiscal Year ended December 31, 2001, including balance sheets and income and cash flow statements, audited by Ernst & Young and prepared in conformity with GAAP, together with such accountants' report thereon, (ii) unaudited interim financial statements for Company and its Subsidiaries for the Fiscal Quarter ended April 30, 2002 and for each of the Targets and their respective Subsidiaries for the fiscal quarter ended March 31, 2002, (iii) a pro forma balance sheet of Company and its Sxxxxxxxxxxx xx xx xxx Closing Date, giving effect to the Merger and the transactions contemplated by this Agreement, and (iv) projected financial statements (including balance sheets, income and cash flow statements) of Company and its Subsidiaries for the five-year period after the Closing Date, giving effect to the Merger and the transactions contemplated by this Agreement, all of the foregoing in form and substance satisfactory to Co-Lead Arrangers.
Financial Statements; Pro Forma Financial Statements. (i) On or before the Closing Date, Administrative Agent shall have received:
(1) the audited balance sheets and the related statements of income and cash flows of Borrower for the Fiscal Years ended October 31, 2004, and October 31, 2005; and (2) the unaudited balance sheet of Borrower as of June 30, 2006, and the related statements of income and cash flows for the eight (8) month period then ended, in reasonable detail;
(b) a pro forma balance sheet of Borrower as of June 30, 2006, prepared in accordance with GAAP and reflecting the financings and the other transactions contemplated by this Agreement and the other Credit Documents and the Related Agreements to occur on the Closing Date, which pro forma balance sheet shall be in form and substance reasonably satisfactory to Administrative Agent;
(c) a statement of income of Borrower for the trailing twelve (12) month period ended as at June 30, 2006, prepared in accordance with GAAP;
(d) annual cash flow projections of Borrower and its Subsidiaries on a consolidated basis, without giving effect to the Merger Transaction, through and including September 30, 2012, which projections shall be in form and substance reasonably satisfactory to Administrative Agent; and
(e) a certificate of the chief financial officer, executive vice president, vice chairman or other Officer of Borrower acceptable to Administrative Agent to the effect that (1) the financial statements described in clauses (a), (b) and (c) above have been prepared in accordance with GAAP consistently applied and fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to (in the case of unaudited financial statements) the absence of footnote disclosure and changes resulting from audit and normal year-end adjustments (which will not be material in the aggregate), (2) the pro forma balance sheet described in clause (b) above has been prepared in accordance with GAAP consistently applied and fairly presents in all material respects the financial condition of Borrower as of the date thereof after giving effect to the financings and the other transactions contemplated by this Agreement and the other Credit Documents and the Related Agreements to occur on the Closing Date; and (3) the projections described in clause (d) above are reasonable estimates of the future financial performance of Borrower...
