Pro Forma Financial Statements; Projections. The Agents shall have received (a) a pro forma consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Transactions, together with a certificate of an Authorized Officer of the Company to the effect that such statements accurately present the pro forma financial position of the Company and its subsidiaries in accordance with GAAP and (b) detailed projections for the Company and its Subsidiaries for (i) the period ending on October 31, 2006, prepared on a quarterly basis and (ii) the period ending on October 31, 2012, prepared on an annual basis.
Pro Forma Financial Statements; Projections. (i) The Lenders shall have received a pro forma consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the Funding Date, after giving effect to the Transactions, together with a certificate of the chief financial officer of the Borrower to the effect that such financial statements accurately present the pro forma financial position of the Borrower and its Subsidiaries on a basis consistent with pro forma financial statements set forth in a registration statement filed with the SEC, and the Lenders shall be satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders.
(ii) The Borrower shall have delivered the Projections, prepared on a quarterly basis through the end of 2006, which projections shall be satisfactory to the Administrative Agent.
Pro Forma Financial Statements; Projections. (a) The Consolidated pro forma balance sheet of the Borrowers and their Subsidiaries as at June 30, 1999 and the related Consolidated pro forma statement of income and cash flows of the Borrowers and their Subsidiaries for the period then ended, certified by the chief executive officer or chief financial officer of each Borrower, copies of which have been furnished to each Lender Party, fairly present the Consolidated pro forma financial condition of the Borrowers and their Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrowers and their Subsidiaries for the period ended on such date, in each case after giving effect to the Xxxxxx Xxxxx Acquisition, all in accordance with GAAP (to the extent that pro forma information can comply with GAAP).
(b) The projections delivered on the Amendment No. 2 Effective Date have been prepared on the basis of the assumptions accompanying them and reflect as of the date thereof the Borrowers' good faith projections, after reasonable analysis, of the matters set forth therein, based on such assumptions (it being understood that projected financial information is not to be viewed as facts and that the actual results during the period or periods covered thereby may differ from the projected results and that the differences may be material).
Pro Forma Financial Statements; Projections. (i) The Lenders shall have received a pro forma consolidated balance sheet of the Borrower as of December 31, 2004, adjusted to reflect the pro forma consolidated balance sheet as of the Closing Date based on management's estimates from and after December 31, 2004, after giving effect to the Closing Transactions, together with a certificate of the chief financial officer or treasurer of the Borrower to the effect that such statements accurately present the pro forma financial position of the Borrower and its Subsidiaries, and the Lenders shall be satisfied that such balance sheet is not materially inconsistent with the forecasts and other information previously provided to the Lenders.
(ii) The Borrower shall have delivered its projections (dated as of October 31, 2004) through the seventh fiscal year after the Closing Date, prepared on an annual basis.
Pro Forma Financial Statements; Projections. (a) The Consolidated pro forma balance sheet of the Borrowers and their Subsidiaries as at September 30, 1999 and the related Consolidated pro forma statement of income and cash flows of the Borrowers and their Subsidiaries for the twelve month period then ended, certified by the chief executive officer or chief financial officer of each Borrower, copies of which have been furnished to each Lender Party, fairly present the Consolidated pro forma financial condition of the Borrowers and their Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrowers and their Subsidiaries for the period ended on such date, in each case after giving effect to the Amendment No. 3 Acquisitions, all in accordance with GAAP (to the extent that pro forma information can comply with GAAP) and subject to the assumptions stated therein (the aforementioned financial statements are hereinafter referred to collectively as the "AMENDMENT NO. 3 PRO FORMA FINANCIALS").
(b) The projections delivered on the Amendment No. 3 Effective Date have been prepared on the basis of the assumptions accompanying them and reflect as of the date thereof the Borrowers' good faith projections, after reasonable analysis, of the matters set forth therein, based on such assumptions (it being understood that projected financial information is not to be viewed as facts and that the actual results during the period or periods covered thereby may differ from the projected results and that the differences may be material).
Pro Forma Financial Statements; Projections. The Consolidated pro forma balance sheet of the Company and its Subsidiaries as at September 30, 1999 and the related Consolidated pro forma statement of income and cash flows of the Company and its Subsidiaries for the twelve month period then ended, certified by the chief executive officer or chief financial officer of the Company, copies of which have been furnished to each Purchaser by the Company, fairly present the Consolidated pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case after giving effect to the Amendment No. 2 Acquisitions, all in accordance with GAAP (to the extent that pro forma information can comply with GAAP) and subject to the assumptions stated therein (the aforementioned financial statements are hereinafter referred to collectively as the "AMENDMENT NO. 2 PRO FORMA FINANCIALS").
(a) The projections delivered on the Amendment No. 2 Effective Date have been prepared on the basis of the assumptions accompanying them and reflect as of the date thereof the Company's good faith projections, after reasonable analysis, of the matters set forth therein, based on such assumptions (it being understood that projected financial information is not to be viewed as facts and that the actual results during the period or periods covered thereby may differ from the projected results and that the differences may be material).
Pro Forma Financial Statements; Projections. The Company shall have delivered to KPP as of the Closing Date (i) an unaudited pro forma consolidated balance sheet (the "Pro Forma Balance Sheet") of the Company and its Subsidiaries, certified by the Chief Financial Officer of the Company to the effect that such financial statements fairly present the financial position and pro forma EBITDA (on a trailing 12-month basis) results of operations of the Company and its Subsidiaries after giving effect to the pro forma adjustments reflecting the consummation of the Transactions, as of the last day of the month most recently ended prior to the Closing Date; provided, however, that if the Closing Date occurs on or before the 20th day of the month in which the Closing occurs, then the Pro Forma Financial Statements shall be dated as of the last day of the next prior month and (ii) projected consolidated balance sheets and statements of income and cash flow of the Company and its Subsidiaries, prepared on an annual basis through December 31, 2006 (the "Projections"), all of which shall be in form and substance satisfactory to KPP.
Pro Forma Financial Statements; Projections. (i) The Lenders shall have received a pro forma consolidated and consolidating balance sheet of PSI and its Subsidiaries as of the Amendment No. 2 Effective Date, after giving effect to the Specified Transactions, together with a certificate of a Responsible Officer of PSI to the effect that such financial statements accurately present the pro forma financial position of PSI and its Subsidiaries on a basis consistent with pro forma financial statements set forth in a registration statement filed with the SEC, and the Lenders shall be satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders.
(ii) PSI shall have delivered its then most recent projections through the 2013 fiscal year for PSI and each of its Subsidiaries, prepared on a quarterly basis through the end of 2007, which projections shall be satisfactory to the Arrangers.
Pro Forma Financial Statements; Projections. The Administrative Agent and the Banks shall have received a pro forma consolidated balance sheet and income statement of the Borrower as of the Initial Borrowing Date, after giving effect to the Transactions, together with a certificate of the chief executive officer of Borrower to the effect that such statements accurately present the pro forma financial position and results of operations of the Borrower and its Subsidiaries in accordance with GAAP.
Pro Forma Financial Statements; Projections. The Lenders shall have received a pro forma consolidated balance sheet of each of (a) CLI and its Subsidiaries and (b) the Borrower, in each case as of the Balance Sheet Date, after giving effect to the Credit Loans to be made on the Closing Date, together with a certificate of an authorized officer of an entity acceptable to the Agent and each Lender to the effect that (i) such statements (other than financial projections) accurately present in all material respects the pro forma financial position of each of (x) CLI and its Subsidiaries and (y) the Borrower in accordance with U.S. GAAP and (ii) all financial projections have been prepared in good faith based upon assumptions believed by management to be reasonable at the time made. The Fortress Entities and the Acquired Business shall have delivered the Acquired Business’s most recent projections through the 2009 fiscal year.
