Pro Forma Statements. (i) Sellers have previously delivered to Purchaser pro forma financial statements (consisting of balance sheets and statements of income) of each of Lincoln Life and Lincoln Barbados with respect to the Business as of and for the year ended December 31, 2000 (respectively, the “Lincoln Life Pro Forma Statements” and the “Lincoln Barbados Pro Forma Statements” and together, the “Pro Forma Statements”) in each case, accompanied by supporting documentation.
(ii) Except as set forth on Schedule 3.12(b), the Pro Forma Statements present fairly, in all material respects, the financial condition and results of operations of the Business within Lincoln Life, LAL and Lincoln Barbados as of and for the year ended December 31, 2000 in accordance with SAP and in a manner consistent with the methodologies utilized in preparing Lincoln Life’s, LAL’s and Lincoln Barbados’s 2000 Statutory Statements.
(iii) The reserves reflected on the Pro Forma Statements as of the date specified in such statements (A) were determined in accordance with generally accepted actuarial principles, consistently applied, (B) were based on actuarial assumptions that were reasonable in relation to relevant policy and contract provisions, (C) are in compliance with SAP, (D) were prepared using methodologies consistent with those utilized in the preparation of the 2000 Statutory Statements of Lincoln Life, LAL and Lincoln Barbados (it being understood by Purchaser that in making the representation and warranty in this Section 3.12(b)(iii) Sellers are not representing and warranting that the reserves referred to therein have been or will be sufficient or adequate for the purposes for which they were established or that reinsurance recoverables taken into account in determining the amount of such reserves will be collectible).
Pro Forma Statements. Deliver to Agent, in form and content satisfactory to Agent, a pro forma balance sheet for Borrowers, which pro forma balance sheet shall be in form and content satisfactory to Agent in its Permitted Discretion, and which pro forma balance sheet shall reflect that, after giving effect to the initial Advances hereunder, Borrowers are Solvent. Contemporaneously therewith, Borrowers shall deliver a writing to Agent, in form and substance satisfactory to Agent, confirming that Borrowers are paying their debts as they become due, acknowledging and confirming the enforceability of the Loan Documents as against Borrowers and that Borrowers are jointly and severally bound hereunder, without offset, defense or counterclaim, and ratifying Agent's first priority, perfected security interests in and liens upon the Collateral.
Pro Forma Statements. (a) Sellers have previously delivered to Purchaser pro forma financial statements (consisting of balance sheets and statements of income) of each of SLD and SLDI with respect to the Business as of and for the year ended December 31, 2003 and for the six months ended June 30, 2004 (respectively, the "SLD Pro Forma Statements" and the "SLDI Pro Forma Statements" and together, the "Pro Forma Statements") in each case, accompanied by supporting documentation.
(b) Except as set forth on Schedule 3.5, the Pro Forma Statements present fairly, in all material respects, the financial condition and results of operations of the Business as of and for the year ended December 31, 2003 and for the six months ended June 30, 2004, respectively, in accordance with SAP, and were prepared in a manner consistent with the methodologies utilized in preparing SLD's and SLDI's 2003 Statutory Statements and the accounting policies generally described in Schedules 2.4 (a) and (b).
(c) Except as set forth on Schedule 3.5, the reserves reflected on the Pro Forma Statements as of the date specified in such statements (i) were determined in accordance with generally accepted actuarial principles, consistently applied for the periods presented, (ii) were based on actuarial assumptions that were reasonable in relation to relevant policy and contract provisions, (iii) as of their respective dates met the applicable requirements of the insurance laws and regulations of the jurisdiction of domicile of SLD and SLDI, as applicable, including applicable statutory accounting principles, (iv) are in compliance with SAP, and (v) were prepared using methodologies consistent with those utilized in the preparation of the 2003 Statutory Statements of SLD and SLDI and the accounting policies generally described in Schedules 2.4(a) and (b) (it being understood by Purchaser that in making the representations and warranties in Sections 3.5(b) and (c) Sellers are not representing or warranting that the reserves reflected in the Pro Forma Statements have been or will be sufficient or adequate for the purposes for which they were established or that reinsurance recoverables taken into account in determining the amount of such reserves will be collectible).
Pro Forma Statements. The pro forma financial statements and other pro forma financial information (including the notes thereto) included in the Final Memorandum (A) have been prepared in accordance with applicable requirements of Regulation S-X promulgated under the Exchange Act (it being understood that the rules under Regulation S-X relative to pro forma adjustments require the application of judgment regarding whether such adjustments are directly attributable to the transaction, have a continuing impact and are factually supportable and that the staff of the Commission could disagree that certain of the adjustments meet these requirements) and (B) have been properly computed on the bases described therein; and the assumptions used in the preparation of the pro forma financial statements and other pro forma financial information included in the Final Memorandum are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.
Pro Forma Statements. Borrower must deliver to each Lender and the Administrative Agent, at least 10 Business Days prior to the sale of (i) any Subsidiary, (ii) all or substantially all of the assets of any Subsidiary or division of Borrower or any Subsidiary, or (iii) any other Asset Sale for which consent of the Required Lenders is required hereunder, PRO FORMA financial statements (including balance sheet, income statement and cash flow statement), as at the proposed date of such disposition, for such Subsidiary, division or assets and consolidated financial statements (including balance sheet, income statement and cash flow statement) for Borrower and its Subsidiaries after giving effect to such proposed disposition."
Pro Forma Statements. The Lender shall have received a pro forma -------------------- balance sheet of the Company as of the Closing Date in form and substance satisfactory to the Lender and reflecting the consummation of the Equity Investment (the "Pro Forma Opening Balance Sheet").
Pro Forma Statements. Receipt by the Administrative Agent of a pro forma balance sheet and income statement of the Borrower and its Subsidiaries giving effect to the Transaction and the other transactions contemplated hereby on a Pro Forma Basis and reflecting estimated purchase accounting adjustments (“Pro Forma Statements”), which Pro Forma Statements shall demonstrate that (A) Consolidated EBITDA for the twelve months ended December 31, 2003 was not less than $140 million and (B) the ratio of Consolidated Funded Indebtedness as of the Effective Date (after giving effect to the Credit Extensions to be made on the Effective Date) to Consolidated EBITDA for the twelve months ended December 31, 2003 is not greater than 3.50:1.0.
Pro Forma Statements. Within 50 days after the date hereof, Lender shall have received pro forma opening financial statements (“Pro Forma Opening Statements”) giving effect to the UEC Acquisition, and projections (“Updated Projections”) updating the projections previously provided to Lender (“Earlier Projections”), together with such information as Lender may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements and Updated Projections, certified by the chief financial officer of FAAC. The Pro Forma Opening Statements and Updated Projections must demonstrate, in the reasonable judgment of Lender, together with all other information then available to Lender, that the ability of FAAC and UEC to repay their debts and satisfy their other obligations as and when due and to comply with the financial covenants acceptable to Lender has not changed in any material respect from the Earlier Projections
Pro Forma Statements. No later than three (3) Business Days prior to Closing, Parent shall deliver to Buyer pro forma balance sheet as of the Closing Date and pro forma income statements for 2000 and 2001 (the "Pro Forma Statements") of Parent (on a consolidated basis) and each Seller, as adjusted to reflect the pro forma operations of Parent (on a consolidated basis) and each Seller following the Closing.
Pro Forma Statements. Parent shall have delivered to Buyer the Pro Forma Statements in accordance with Section 4.27 hereof, which such statements shall demonstrate to Buyer to its reasonable satisfaction that Parent and each Seller is solvent.
