Pro Forma Financials. The combined pro forma balance sheet, income statements and statements of cash flow of the Company and its Subsidiaries, copies of which have been delivered to the Administrative Agent on or before the Closing Date, present on a pro forma basis the financial condition of the Company and such Subsidiaries as of such date, and demonstrate that the Company and its Subsidiaries can repay their debts and satisfy their other obligations as and when due, and can comply with the requirements of this Agreement. The projections and assumptions expressed in the pro forma financials referenced in this Section 5.05(a) were prepared in good faith and represent management’s opinion based on the information available to the Company at the time so furnished and, since the preparation thereof, there has occurred no change in the business, financial condition, operations, or prospects of the Company or any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole, which has had or could reasonably be expected to have a Material Adverse Effect.
Pro Forma Financials. The Lenders shall have received a reasonably satisfactory unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1999 which shall present fairly, in all material respects, on a pro forma basis, the estimated financial condition of the Borrower and its Subsidiaries as of such date, as adjusted to give effect to the acquisition by Borrower of (i) the Training Devices and Training Systems ("TDTS") assets of Raytheon, Inc. and (ii) the assets of Honeywell Inc.'s Traffic Alert and Collision Avoidance System product line.
Pro Forma Financials. The Administrative Agent shall have received a pro forma unaudited consolidated balance sheet and related pro forma unaudited consolidated statement of income of the Borrower, 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 sixty (60) days prior to the Effective Date for which financial statements were delivered for both the Borrower and its consolidated subsidiaries and Carrizo and its consolidated subsidiaries under Section 6.01(i) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income).
Pro Forma Financials. The combined, projected pro forma balance sheet, income statements and statements of cash flow of the Company and its Subsidiaries, copies of which are attached hereto as Exhibit 6.4, present on a pro forma basis the financial condition of the Company and such Subsidiaries as of such date, and reflect on a pro forma basis those liabilities reflected in the notes thereto and resulting from consummation of the IITRI Acquisition, the ESOT Transaction, the issuance of the Notes and the Seller Notes and the other transactions contemplated by this Agreement, the other Operative Documents and the Bank Documents, and the payment or accrual of all transaction costs payable on the Closing Date with respect to any of the foregoing. The projections and assumptions expressed in the pro forma financials referenced in this section 6.4(a) were prepared in good faith and represent management's opinion based on the information available to the Company at the time so furnished and, since the preparation thereof and up to the Closing Date, there has occurred no change in the business, financial condition, operations, or prospects of the Company or any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole which has had or could reasonably be expected to have a Material Adverse Effect.
Pro Forma Financials. The combined pro forma balance sheet, income statements and statements of cash flow of the Company and its Subsidiaries (after giving effect to the H-B Acquisition), copies of which are attached hereto as Schedule 6.4 to this Agreement, present on a pro forma basis the financial condition of the Company and such Subsidiaries as of such date, and demonstrate that the Company and its Subsidiaries can repay their debts and satisfy their other obligations as and when due, and can comply with the requirements of this Agreement. The projections and assumptions expressed in the pro forma financials referenced in this Section 6.4(A) were prepared in good faith and represent management's opinion based on the information available to the Company at the time so furnished and, since the preparation thereof and up to the Closing Date, there has occurred no change in the business, financial condition, operations, or prospects of the Company or any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole, or Xxxx-Xxxxx or Xxxx-Xxxxx and its Subsidiaries taken as a whole which has had or could reasonably be expected to have a Material Adverse Effect.
Pro Forma Financials. The Sellers shall cooperate and shall cause their certified public accountant to cooperate with the Buyer and the Buyer's certified public accountant in the preparation of pro forma consolidated financial statements meeting the relevant requirements of the Exchange Act and the Securities Act, including making available all such information as may be necessary by virtue of the Buyer and the Sellers having different fiscal years.
Pro Forma Financials. The Consolidated pro forma balance sheets of the Borrower and its Subsidiaries as of June 30, 2019, after giving effect to the Transactions, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve (12) months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender (such pro forma balance sheets, statements of income and cash flows, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, the “Pro Forma Financial Statements”), (i) fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as of such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, all consistent with GAAP to the extent possible and (ii) present, in the Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with Section 7.11 of this Agreement.
Pro Forma Financials. The combined pro forma balance sheet, income statements and statements of cash flow of the Company and its Subsidiaries, copies of which have been delivered to the Administrative Agent on or before the Closing Date, present on a pro forma basis the financial condition of the Company and such Subsidiaries as of such date, and demonstrate that the Company and its Subsidiaries can repay their debts and satisfy their other obligations as and when due, and can comply with the requirements of this Agreement. The projections and assumptions expressed in the pro forma financials referenced in this Section 6.4(a) were prepared in good faith and represent management’s opinion based on the information available to the Company at the time so furnished and, since the preparation thereof and up to the Transaction Closing Date, there has occurred no change in the business, financial condition, operations, or prospects of the Company or any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole, which has had or could reasonably be expected to have a Material Adverse Effect.
Pro Forma Financials. The unaudited pro forma balance sheet as of June 30, 2015 is based on the historical balance sheet of the Company as of June 30, 2015 after giving effect to the commencement of the Cumulative Subleases as of such date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 are based on the historical statement of operations of the Company for the six months ending June 30, 2015 and for the year ending December 31, 2014, respectively, giving effect to the commencement of the Cumulative Subleases as of January 1, 2014. The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the commencement of the Cumulative Subleases, based upon available information and assumptions, which we consider to be reasonable, and made solely for purposes of developing such unaudited pro forma financial information in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Cumulative Subleases commenced on the dates indicated. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company's 2014 Annual Report on Form 10-K, filed on March 31, 2015, the Company's Current Report on Form 8-K, filed on April 7, 2015, the Company's Current Report on Form 8-K, filed on May 6, 2015, the Company's Current Report on Form 8-K, filed on June 5, 2015, the Company's Current Report on Form 8-K, filed on July 7, 2015, the Company's Current Report on Form 8-K, filed on August 5, 2015, and the Company's 2nd Quarter 2015 Periodic Report on Form 10-Q, filed on August 13, 2015. ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2015 (Amounts in thousands) Unaudited Pro Forma June 30, 2015 Adjustments June 30, 2015 ASSETS Current Assets: Cash and cash equivalents $ 15,340 $ 104 (1) (2) (3) (4) $ 15,444 Restricted cash and investments 8,354 — 8,354 Accounts receivable, net...
Pro Forma Financials. The PRO FORMA consolidated and consolidating balance sheets of the Borrower and its Subsidiaries prepared as of March 31, 1996 (and giving effect to the Recoil Acquisition) and in accordance with GAAP consistently applied, copies of which have been furnished to the Lender on or before the Amendment and Restatement Effective Date, fairly present on a PRO FORMA basis the financial condition of the Borrower and such Subsidiaries as of March 31, 1996, and reflect on a PRO FORMA basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Transaction Documents, and the payment or accrual of all Transaction Costs payable on the Amendment and Restatement Effective Date with respect to any of the foregoing. The projections and assumptions expressed in the PRO FORMA financials furnished pursuant to this SECTION 5.01(g) are reasonable based on the information available to the Borrower as of the date hereof.
