Pro Forma Financial Information Clause Samples

Pro Forma Financial Information. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act. No other pro forma financial information or schedules are required under the Securities Act, the Exchange Act, or the rules and regulations thereunder to be included in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus.

Pro Forma Financial Information. The pro forma financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act. No other pro forma financial information or schedules are required under the Securities Act, the Exchange Act, or the rules and regulations thereunder to be included in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus.

Pro Forma Financial Information. The pro forma financial statements included in the Registration Statement, the Prospectus and the Disclosure Package reflect, subject to the limitations set forth therein as to such pro forma financial information, the results of operations of the Company and its consolidated subsidiaries purported to be shown thereby for the periods indicated and conform to the requirements of Regulation S-X of the Rules and Regulations under the Securities Act, and management of the Company believes (i) the assumptions underlying the pro forma adjustments are reasonable, (ii) that such adjustments have been properly applied to the historical amounts in the compilation of such pro forma statements and notes thereto, and (iii) that such statements and notes thereto present fairly in all material respects, with respect to the Company and its consolidated subsidiaries, the pro forma financial position and results of operations and the other information purported to be shown therein at the respective dates or for the respective periods therein specified.

Pro Forma Financial Information. In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described 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.

Pro Forma Financial Information. The Joint Lead Arrangers and Bookrunners shall have received an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days if such four-fiscal quarter period is the end of the Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such pro forma balance sheet) or on the first day of such period (in the case of such pro forma statement of income), as applicable (which need not be prepared in compliance with Regulations S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R).

Pro Forma Financial Information. The pro forma financial information of the Trust included in the Registration Statement, the Time of Sale Information and the Prospectus complies as to form with the applicable requirements of Regulation S-X and gives effect to assumptions made on a reasonable basis as set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

Pro Forma Financial Information. Below is the unaudited pro forma condensed financial information and related notes thereto which give effect to the Agreement and Loan Agreement transactions. The following unaudited pro forma condensed balance sheet sets forth pro forma adjustments giving effect to the Agreement and Loan Agreement transactions as if the transaction had been completed on September 30, 2018. The following unaudited pro forma condensed statements of operations sets forth pro forma adjustments giving effect to the Agreement and Loan Agreement transactions as if such transactions had been completed on January 1, 2017, the beginning of the earliest period presented. The pro forma adjustments are (1) directly attributable to the Agreement and Loan Agreement transactions, (2) factually supportable, and (3) expected to have a continuing impact on Midwest’s consolidated results of operations. The unaudited pro forma condensed balance sheet as of September 30, 2018 has been derived from: ● the unaudited historical condensed consolidated balance sheet of Midwest as of September 30, 2018; ● the unaudited historical costs included in the Agreement of net liabilities to be transferred; ● the unaudited agreed upon Ceding Commission paid by the Reinsurer; and ● the unaudited consideration received under the Loan Agreement transaction. The unaudited pro forma condensed statement of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 have been derived from (i) the unaudited historical consolidated statement of operations of Midwest for the nine months ended September 30, 2018; and (ii) the audited historical consolidated statement of operations of Midwest for the year ended December 31, 2017. The unaudited pro forma condensed combined balance sheet does not purport to represent what Midwest’s financial position would have been had the Agreement and Loan Agreement transactions actually been consummated on September 30, 2018, or what Midwest’s results of operations would have been had the Agreement and Loan Agreement transactions actually been consummated on January 1, 2017. The unaudited pro forma condensed financial information is not indicative of Midwest’s future financial position or results of operations and does not reflect future events that may occur after the Agreement and Loan Agreement transactions, including, but not limited to, the anticipated realization of ongoing savings from operating efficiencies or the costs and expenses of new oper...

Pro Forma Financial Information. (a) Section 4.13(a) of the Seller Disclosure Schedule sets forth the balances for individual line items corresponding to the Acquired Assets and the Assumed Liabilities, in each case, as of June 30, 2017, as if the Closing had occurred on such date (the “Statement of Pro Forma Balances”). (b) The individual line items on the Statement of Pro Forma Balances have been derived from the internal books and records of Seller or Selling Affiliate and have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the period involved. The Statement of Pro Forma Balances fairly present the Acquired Assets and Assumed Liabilities for the period indicated, but do not necessarily reflect what the financial position of the ▇▇▇▇▇ ▇▇▇▇▇ Facility would have been had the ▇▇▇▇▇ ▇▇▇▇▇ Facility been operated as a standalone entity as of the date indicated.

Pro Forma Financial Information. The pro forma financial statements and the related notes thereto included in the Registration Statement, the Time-of-Sale Disclosure Package and the Final Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, 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, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time-of-Sale Disclosure Package, and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time-of-Sale Disclosure Package, and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act. No other financial statements or schedules, including historical or pro forma financial statements, are required under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder to be included in the Registration Statement, the Time-of-Sale Disclosure Package or the Final Prospectus. All disclosures contained in the Registration Statement, the Time-of-Sale Disclosure Package and the Final Prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable.