Common use of Pro Forma Financials Clause in Contracts

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, projected pro forma balance sheet, income statements and statements of cash flow of the Company Borrower and its Subsidiaries, copies of which are attached hereto as Exhibit 6.4Schedule 6.4 to this Agreement, present on a pro forma basis the financial condition of the Company Borrower 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 Subordinated 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(aSection 6.4(A) were prepared in good faith and represent management's opinion based on the information available to the Company Borrower 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 Borrower or any of its Subsidiaries, or the Company Borrower and its Subsidiaries taken as a whole which has had or could reasonably be expected to have a Material Adverse Effect.