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

Pro Forma Financial Statements; Financial Statements. Each Arranger shall have received (i) the Pro Forma Financial Statements, (ii) (a) audited consolidated financial statements for the Borrower and its Subsidiaries (prior to giving effect to the Transactions) for the three most recent fiscal years ended at least 90 days before the Closing Date, provided that the Arrangers acknowledge that they have received the audited consolidated financial statements for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019, and (b) unaudited consolidated financial statements for the Borrower and its Subsidiaries (prior to giving effect to the Transactions) for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (ii)(a) above and at least 45 days before the Closing Date (and, in the case of each of clauses (ii)(a) and (ii)(b), such financial statements shall be prepared in conformity with GAAP; provided that such financial statements specified in clause (ii)(b) shall be subject to year-end adjustments and absence of footnotes), provided that the Arrangers acknowledge that the financial statements delivered with respect to the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 have been received, and (iii) (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows and related notes thereto of the Acquired Business for the two fiscal years most recently ended at least 90 days prior to the Closing Date, provided that the Arrangers acknowledge that they have received the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows and related notes thereto for the fiscal years ended December 31, 2018 and December 31, 2019, and (b) unaudited consolidated balance sheets and related statements of income, cash flows and related notes thereto of the Acquired Business for each subsequent fiscal quarter (excluding the fourth quarter of any fiscal year) ended at least 45 days prior to the Closing Date in each case, with comparative financial information for the equivalent period of the prior year (and, in the case of each of clauses (iii)(a) and (iii)(b), such financial statements are prepared in accordance with GAAP; provided that such financial statements specified in clause (iii)(b) shall be subject to year-end adjustments and absence of footnotes), provided that the Arrangers acknowledge that the financial statements of the Acquired Business delivered with respect to the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 have been received.

Pro Forma Financial Statements; Financial Statements. Each Arranger shall have received (i) the Pro Forma Financial Statements, (ii) (a) audited consolidated financial statements for the Borrower and its Subsidiaries (prior to giving effect to the Transactions) for the three most recent fiscal years ended at least 90 days before the Closing Date, provided that the Arrangers acknowledge that they have received the audited consolidated financial statements for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019, and (b) unaudited consolidated financial statements for the Borrower and its Subsidiaries (prior to giving effect to the Transactions) for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (ii)(a) above and at least 45 days before the Closing Date (and, in the case of each of clauses (ii)(a) and (ii)(b), such financial statements shall be prepared in conformity with GAAP; provided that such financial statements specified in clause (ii)(b) shall be subject to year-end adjustments and absence of footnotes), provided that the Arrangers acknowledge that the financial statements delivered with respect to the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 have been received, and (iii) (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows and related notes thereto of the Acquired Business for the two fiscal years most recently ended at least 90 days prior to the Closing Date, provided that the Arrangers acknowledge that they have received the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows and related notes thereto for the fiscal years ended December 31, 2018 and December 31, 2019, and (b) unaudited consolidated balance sheets and related statements of income, cash flows and related notes thereto of the Acquired Business for each subsequent fiscal quarter (excluding the fourth quarter of any fiscal year) ended at least 45 days prior to the Closing Date in each case, with comparative financial information for the equivalent period of the prior year (and, in the case of each of clauses (iii)(a) and (iii)(b), such financial statements are prepared in accordance with GAAP; provided that such financial statements specified in clause (iii)(b) shall be subject to year-end adjustments and absence of footnotes), provided that the Arrangers acknowledge that the financial statements of the Acquired Business delivered with respect to the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 have been received.. (d)