Common use of Pro Forma Financial Statements; Financial Statements Clause in Contracts

Pro Forma Financial Statements; Financial Statements. The Lenders shall have received (i) the Pro Forma Financial Statements, (ii) the (A) audited consolidated balance sheets of the Target as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income and cash flows of the Target for each of the three (3) years ended December 31, 2015, 2016 and 2017 (together with the notes relating thereto) and (B) the unaudited consolidated balance sheet of the Target as of March 31, 2018 and the related unaudited consolidated interim statements of income and cash flows of the Target for the three months ended March 31, 2018 (together with the notes relating thereto) and (iii) (A) the audited consolidated balance sheets and related statements of income and members’ equity, together with consolidating statements of cash flows of the Parent Borrower and its subsidiaries as of December 31, 2015, 2016 and 2017 and (B) the unaudited consolidated balance sheets and related statements of income and members’ equity, together with consolidated statements of cash flows of the Parent Borrower and its subsidiaries for the fiscal quarter ended March 31, 2018; provided that in each case of clause (ii) and (iii), the filing of the required financial statements on form 10-K and form 10-Q by the Parent Borrower or the Target, as applicable, will satisfy the foregoing requirements in clause (ii) and (iii).

Appears in 6 contracts

Samples: Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.)

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Pro Forma Financial Statements; Financial Statements. The Lenders shall have received (i) the Pro Forma Financial Statements, (ii) the (A) audited consolidated balance sheets of the Target as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income and cash flows of the Target for each of the three (3) years ended December 31, 2015, 2016 and 2017 (together with the notes relating thereto) and (B) the unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Target Borrower and its consolidated Restricted Subsidiaries as of March 31, 2018 and the related unaudited consolidated interim statements of income and cash flows of the Target for the three 12 months ended March 31, 2018 2019, prepared giving effect (together with as if such events had occurred on such date (in the notes relating theretocase of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith, (iiiii) (A) the audited consolidated balance sheets and related statements of income income, stockholders’ equity and members’ equity, together with consolidating statements of cash flows of each of the Parent Borrower and its subsidiaries as of December 31Subsidiaries for the 2016, 2015, 2016 and 2017 and 2018 fiscal years (Bprovided that availability of such report on the U.S. Securities and Exchange Commission XXXXX information retrieval system shall satisfy this requirement), (iii) the unaudited consolidated balance sheets and related statements of income and membersstockholdersequity, together with consolidated statements of cash flows equity of the Parent Borrower and its subsidiaries Subsidiaries for the fiscal quarter ended March 31, 2018; provided that in each case of clause (ii) 2019 and (iii), the filing iv) statements of cash flows of the required financial statements Borrower and its Subsidiaries for the three-month period ended on form 10-K and form 10-Q by the Parent Borrower or the TargetMarch 31, as applicable, will satisfy the foregoing requirements in clause (ii) and (iii)2019.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Clearwater Paper Corp), Abl Credit Agreement (Clearwater Paper Corp)

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Pro Forma Financial Statements; Financial Statements. The Lenders shall have received (i) the Pro Forma Financial Statements, (ii) the (A) audited consolidated balance sheets of the Target as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income and cash flows of the Target for each of the three (3) years ended December 31, 2015, 2016 and 2017 (together with the notes relating thereto) and (B) the unaudited consolidated balance sheet of the Target as of March 31, 2018 and the related unaudited consolidated interim statements of income and cash flows of the Target for the three months ended March 31, 2018 (together with the notes relating thereto) and (iii) (A) the audited consolidated balance sheets and related statements of income and members’ equity, together 100 with consolidating statements of cash flows of the Parent Borrower and its subsidiaries as of December 31, 2015, 2016 and 2017 and (B) the unaudited consolidated balance sheets and related statements of income and members’ equity, together with consolidated statements of cash flows of the Parent Borrower and its subsidiaries for the fiscal quarter ended March 31, 2018; provided that in each case of clause (ii) and (iii), the filing of the required financial statements on form 10-K and form 10-Q by the Parent Borrower or the Target, as applicable, will satisfy the foregoing requirements in clause (ii) and (iii).

Appears in 1 contract

Samples: Credit Agreement (Ultra Clean Holdings, Inc.)

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