Common use of Financial Statements; Projections; Management Letter Reports Clause in Contracts

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Date, the Banks shall have received the consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999, and the consolidated statements of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal periods ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, all of which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for and substance satisfactory to the Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required Banks. (b) On the Restatement Effective Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the Borrower, for the Borrower and its Subsidiaries, which include the projected consolidated results of the Borrower, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date and ending on or after December 31, 2005 (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower following the Restatement Effective Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III hereto. (c) On or prior to the Restatement Effective Date, the Agent shall have received a copy of any "management letter" received by the Borrower or any of its Subsidiaries from its certified public accountants on or after November 6, 1998.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received received: (i) the consolidated balance sheet sheets of the Borrower and its Subsidiaries as at June April 30, 1996, June 1996 and April 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999, 1997 and the related consolidated statements of operationsincome, stockholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal periods years ended as of said dates, whichwhich financial statements have been examined by Ernst & Young LLP independent certified public accountants who delivered unqualified opinions with respect thereto; (ii) the unaudited consolidated balance sheet of the Borrower as at October 31, 1997, the consolidated statements of income and cash flows of the Borrower for the six-month period ended as of October 31, 1996 and the consolidated statement of income of the Borrower for the six-month period ended as of October 31, 1997; (iii) the consolidated balance sheets of Moovies as at December 31, 1995 and December 31, 1996 and the related consolidated statements of operations, stockholder's equity and cash flows of Moovies for the fiscal years ended as of such dates, which financial statements have been examined by KPMG Peat Marwick LLP, independent certified public accountants who delivered an unqualified opinions with respect thereto; (iv) the unaudited consolidated balance sheets of Moovies as at September 30, 1997 and December 31, 1997 and the related consolidated statements of operations, stockholders' equity and, except in the case of the annual statementstwelve-month period ended December 31, have been examined by PricewaterhouseCoopers LLP1997, independent certified public accountantscash flows of Moovies for the nine-month or twelve-month, as the case may be, period ended as of such dates; (v) the unaudited pro forma (after giving effect to the Transaction and the related financing thereof) combined balance sheet of the Borrower and Moovies as at the fiscal year ended April 30, 1997 (in the case of the Borrower) and March 31, 1997 (in the case of the Moovies) and the six-month period ended October 31, 1997 (in the case of the Borrower) and September 30, 1997 (in the case of the Moovies) and the related combined statements of operations for the fiscal year or six-month period, as the case may be, ended as of such dates; (vi) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Borrower as at the Initial Borrowing Date; and all of which financial statements referred to in clause (i) through (vii), inclusive, shall be prepared in accordance with generally accepted accounting principles (except as provided in the notes provided thereto and except for the absence of footnotes and for year-end audit adjustments in the case of year-to-date statements and the pro forma statements) consistent with past practices and shall be in for form and substance satisfactory to the Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required BanksAgent. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer chief financial officer of the Borrower, for the Borrower and its Subsidiaries, which include the projected consolidated results of the BorrowerBorrower (including Moovies and its Subsidiaries), after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date February 1, 1998 and ending on or after December 31April 30, 2005 2003 (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III heretoBanks. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Agent shall have received a copy of any "management letter" received by the Borrower Borrower, Moovies or any of its their respective Subsidiaries from its their respective certified public accountants on or after November 6December 31, 19981993.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received received: (i) the consolidated balance sheet sheets of the Borrower and its Subsidiaries as at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 1995 and March December 31, 1999, 1996 and the related consolidated statements of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal periods years ended as of said dates, which, in the case of the annual statements, which financial statements have been examined by PricewaterhouseCoopers KPMG Peat Marwick LLP, independent certified public accountantsaccountants who delivered unqualified opinions with respect thereto; (ii) the consolidated balance sheets of Warehouse as at December 31, 1996 and the related statements of income of Warehouse for the fiscal period ended as of said date; and (iii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Borrower as at the Initial Borrowing Date; all of which financial statements referred to in clause (i), (ii) and (iii) shall be prepared in accordance with generally accepted accounting principles (except as provided in the notes provided thereto and except for the absence of footnotes and for year-end audit adjustments in the case of year-to-date statements and the pro forma statements) consistent with past practices and shall be in for form and substance satisfactory to the Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required Banks. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer chief financial officer of the Borrower, for the Borrower and its Subsidiaries, which include the projected consolidated results of the BorrowerBorrower (including the Acquired Business), after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date January 1, 1997 and ending on or after December 31, 2005 2002 (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III heretoBanks. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Agent shall have received a copy of any "management letter" received by the Borrower or any of its Subsidiaries or Warehouse from its their respective certified public accountants on or after November 6December 31, 19981993.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received received: (i) the audited consolidated balance sheets of the Holdings for the fiscal years, ended December 31, 1995 and December 31, 1996 and the audited consolidated balance sheet of the Borrower and its Subsidiaries as Holdings at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999, 1997 and the related consolidated statements of operationsoperations and cash flows of Holdings for the fiscal year or six month period, as the case may be, ended as of such dates and consolidated balance sheet of each of the Companies as at the respective dates set forth on Schedule III annexed hereto and the related statements of earnings and stockholders' equity and cash flows of the Borrower and its Subsidiaries each of such companies (or similar financial statements as specified on such Schedule), as applicable for the fiscal periods ended as of said datesthe dates specified in such Schedule, which, in the case of the annual statements, have been audited by Xxxxxx Xxxxxxxx L.L.P., in the case of the financial statements of Holdings and have been examined or reviewed by PricewaterhouseCoopers LLP, the independent certified public accountantsaccountants as specified on such Schedule in the case of the other financial statements, who delivered unqualified opinions in respect thereto except as specified on such Schedule; and (ii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of Holdings as at the Initial Borrowing Date, all of which financial statements in clauses (i) and (ii) shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for form and substance satisfactory to the Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required Banks. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the BorrowerHoldings, for the Borrower Holdings and its Subsidiaries, which include the projected consolidated results of the Borrower, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Initial Borrowing Date and ending on or after December 31, 2005 the fifth anniversary of the Initial Borrowing Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower Holdings following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III heretoBanks. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Agent shall have received a copy of any "management letter" received by the Borrower or any of its Subsidiaries from its certified public accountants on or after November 6, 1998accountants.

Financial Statements; Projections; Management Letter Reports. (aA) On or prior to the Restatement Effective Initial Funding Date, the Banks Lenders shall have received the consolidated balance sheet sheets of the Borrower and its Subsidiaries as at June 30December 31, 1996, June 30, 1997, June 30, 19981995, December 31, 1996, December 31, 1997 and September 30, 1998 and March 31, 1999, and the consolidated related statements of operations, stockholders' equity income and cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the fiscal periods years or nine-month period, as the case may be, ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, all of which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices consistently applied, subject, in the case of the nine-month statements, to normal year-end audit adjustments and the absence of footnotes, and shall (x) be in for form and substance satisfactory to the Agent Required Lenders and the Required Banks, and shall (y) not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required BanksLenders. (bB) On the Restatement Effective Initial Funding Date, the Banks Lenders shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the Borrower, for the Borrower and its Subsidiaries, which include the projected consolidated results of the Borrower, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date January 1, 1999 and ending on or after December 31, 2005 the Maturity Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower following the Restatement Effective Initial Funding Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III heretoLenders. (cC) On or prior to the Restatement Effective Initial Funding Date, the Agent Lenders shall have received a copy of any "management letter" received by the Borrower or any of its Subsidiaries from its certified public accountants on accountants. (D) On or after November 6prior to the Initial Funding Date, 1998the Lenders shall have received a detailed budget for the $4,000,000 of capital expenditures proposed to be used in connection with the Acquisition.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Borrower and its Subsidiaries Holdings as at June 30the Initial Borrowing Date, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999, and the consolidated statements of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal periods ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, all of which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for form and substance satisfactory to the Administrative Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilitiesliabilities (contingent or otherwise), results of operations, condition (financial or otherwise) ), solvency or prospects of the Borrower Borrower, Holdings and its their respective Subsidiaries taken as a whole from that previously disclosed to the Administrative Agent and the Required Banks. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the BorrowerHoldings, for the Borrower Holdings and its Subsidiaries, which include the projected consolidated results of the BorrowerHoldings, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Initial Borrowing Date and ending on or after December 31, 2005 the B Term Loan Maturity Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower Holdings following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Administrative Agent and the Required Banks and shall be as set forth on Schedule III IV hereto. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a copy of any "management letter" received by the Borrower Borrower, Holdings or any of its their respective Subsidiaries from its certified public accountants on or after November 6, 1998accountants.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Borrower and its Subsidiaries Holdings as at June 30the Initial Borrowing Date, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999, and the consolidated statements of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal periods ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, all of which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for form and substance satisfactory to the Agent and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required Banks. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the BorrowerHoldings, for the Borrower Holdings and its Subsidiaries, which include the projected consolidated results of the BorrowerHoldings, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Initial Borrowing Date and ending on or after December 31, 2005 the Term Loan Maturity Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower Holdings following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III IV hereto. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Agent shall have received a copy of any "management letter" received by the Borrower Holdings or any of its Subsidiaries from its certified public accountants on or after November 6, 1998accountants.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Date, the Banks shall have received received: (i) the consolidated balance sheet of the Borrower and its Subsidiaries or Holdings, as the case may be, as at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 1996 and March December 31, 1999, 1997 and the related consolidated statements of operations, earnings and stockholders' equity and cash flows of the Borrower and its Subsidiaries such Person, as applicable for the fiscal periods ended as of said dates, which, in the case of the annual statements, which statements have been examined by PricewaterhouseCoopers KPMG Peat Marwick LLP, which is an independent certified public accountantsaccountant, which delivered unqualified opinions in respect thereto; and (ii) the pro forma (after giving effect to the Transaction) consolidated balance sheet of Holdings as at February 28, 1998, all of which financial statements referred to in clause (i) and (ii) shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for form and substance satisfactory to the Agent Agents and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole from that previously disclosed to the Agent Agents and the Required Banks. (b) On the Restatement Effective Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the Borrower, for the Borrower Holdings and its Subsidiaries, which include the projected consolidated results of the BorrowerHoldings, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date and ending on or after December 31, 2005 the Term Loan Maturity Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower Holdings following the Restatement Effective Date, shall be satisfactory in form and substance to the Agent Agents and the Required Banks and shall be as set forth on Schedule III hereto. (c) On or prior to the Restatement Effective Date, the Agent Agents shall have received a copy of any "management letter" received by the Borrower Holdings or any of its Subsidiaries from its certified public accountants on or after November 6, 1998since the Original Effective Date.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Initial Borrowing Date, the Banks shall have received received: (i) the consolidated balance sheet of the Borrower U.S. Online Communications, Inc. (or its successors) and its Subsidiaries Firstlink as at June 30, 1996, June 30December 31, 1997, June 30, 1998, December 31, 1998 1998, and March 31for the nine month period ended September 30, 1999, and the consolidated related statements of operations, earnings and stockholders' equity and cash flows of the Borrower and its Subsidiaries such Person, as applicable for the fiscal periods ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP, an independent certified public accountantsaccountant, all who delivered unqualified opinions in respect thereto; (ii) the consolidated balance sheet of U.S. Online Communications, Inc. (or its successors) and Firstlink at March 31, 1999, June 30, 1999 and September 30, 1999 and the related statements of operations, changes in partners' equity and cash flows of U.S. Online Communications, Inc. (or its successors) and Firstlink for each of the three-month periods ended as of March 31, 1999, June 30, 1999 and September 30, 1999; and (iii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of Holdings as at the Initial Borrowing Date, which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices and shall be in for form and substance satisfactory to the Agent Agents and the Required Banks, and shall not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole from that previously disclosed to the Agent Agents and the Required Banks. (b) On the Restatement Effective Initial Borrowing Date, the Banks shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the BorrowerHoldings, for the Borrower Holdings and its Subsidiaries, which include the projected consolidated results of the Borrower, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Initial Borrowing Date and ending on or after December 31, 2005 the Maturity Date (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower Holdings following the Restatement Effective Initial Borrowing Date, shall be satisfactory in form and substance to the Agent Agents and the Required Banks and shall be as set forth on Schedule III heretoBanks. (c) On or prior to the Restatement Effective Initial Borrowing Date, the Agent Agents shall have received a copy of any "management letter" received by the Borrower Holdings or any of its Subsidiaries from its certified public accountants on or after November 6, 1998accountants.

Financial Statements; Projections; Management Letter Reports. (a) On or prior to the Restatement Effective Funding Date, the Banks Lenders shall have received the consolidated balance sheet sheets of the Borrower and its Subsidiaries as at June 30December 31, 1996, June 30, 1997, June 30, 19981995, December 31, 1996, December 31, 1997 and September 30, 1998 and March 31, 1999, and the consolidated related statements of operations, stockholders' equity income and cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the fiscal periods years or nine-month period, as the case may be, ended as of said dates, which, in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, all of which financial statements shall be prepared in accordance with generally accepted accounting principles consistent with past practices consistently applied, subject, in the case of the nine-month statements, to normal year-end audit adjustments and the absence of footnotes, and shall (x) be in for form and substance satisfactory to the Agent Required Lenders and the Required Banks, and shall (y) not disclose any material adverse differences in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that previously disclosed to the Agent and the Required BanksLenders. (b) On or prior to the Restatement Effective Funding Date, the Banks Lenders shall have received detailed consolidated financial projections, certified by the Chief Financial Officer of the Borrower, projections for the Borrower and its Subsidiaries, which include the projected consolidated results of the Borrower, after giving effect to the Transaction and the other transactions contemplated herein, for the period commencing on the Restatement Effective Date January 1, 1999 and ending on or after December 31, 2005 2001 (the "Projections"), which Projections, and the supporting assumptions and explanations thereto, and the accounting practices and procedures to be utilized by the Borrower following the Restatement Effective Funding Date, shall be satisfactory in form and substance to the Agent and the Required Banks and shall be as set forth on Schedule III heretoLenders. (c) On or prior to the Restatement Effective Funding Date, the Agent Lenders shall have received a copy of any "management letter" received by the Borrower or any of its Subsidiaries from its certified public accountants on or after November 6, 1998during the three-year period prior to the Funding Date.