Projections and Pro Forma Financial Statements. (i) Attached hereto as Exhibit H is a true and complete copy of the latest projections of the consolidated income and cash flows of the Company and its Subsidiaries for the fiscal years ending December 31, 2000 through December 31, 2006. Such projections are based on underlying assumptions of the Company which provide a reasonable basis for the projections contained therein. Such projections have been prepared on the basis of the assumptions set forth therein, which the Company reasonably believes are fair and reasonable in light of the historical financial performance of the Borrowers and of current and reasonably foreseeable business conditions and reflect the reasonable estimate of the Company of the results of operations and other information projected therein.
(ii) The pro forma consolidated balance sheet of the Company and its Subsidiaries as of May 15, 2000, attached hereto as Exhibit I, is complete and correct in all material respects and presents fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as of such date as if the transactions contemplated by this Agreement and the other Transaction Documents had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to fairly reflect such assumption.
Projections and Pro Forma Financial Statements. (i) Included as part of the Initial Business Plan attached hereto as Exhibit 1 is a true and complete copy of the latest projections of the consolidated income and cash flows of the Company and its Subsidiaries for the five consecutive 12-month periods commencing with and following the date hereof. Such projections have been prepared on the basis of the assumptions set forth therein, which the Company reasonably believes are fair and reasonable in light of current and reasonably foreseeable business conditions.
(ii) The pro forma consolidated balance sheets of the Company and its Subsidiaries as of the end of each of the five consecutive 12-month periods commencing with and following the date hereof, included as part of the Initial Business Plan attached hereto as Exhibit 1, is complete and correct in all material respects and presents fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as of such date as if the transactions contemplated by this Agreement had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to fairly reflect such assumption.
Projections and Pro Forma Financial Statements. (a) Attached hereto as Schedule 5.21 is a true, accurate, and complete copy of the latest projections ("Projections") of the consolidated income and cash flows of the Company and all of its Subsidiaries for the fiscal year ending December 31, 2001. The Projections are based on underlying assumptions of the Company that provide a reasonable basis for the projections contained therein. The Projections have been prepared on the basis of the assumptions set forth therein, which the Company reasonably believes are fair and reasonable in light of the historical financial performance of the Company and of current and reasonably foreseeable business conditions.
(b) The latest pro forma balance sheet of the Company delivered by the Company to the Purchaser is true, accurate, and complete in all material respects and presents fairly the financial condition and results of operation of the Company as of the date set forth therein as if the transactions contemplated by this Agreement had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to reflect fairly such assumption.
Projections and Pro Forma Financial Statements i. Attached hereto as EXHIBIT N is a true and complete copy of the latest projections of the consolidated income and cash flows of the Company and its Subsidiaries for the fiscal years ending through December 31, 2005. Such projections are based on underlying assumptions of the Borrower and the Company which, to the knowledge of the Borrower, provide a reasonable basis for the projections contained therein. Such projections have been prepared on the basis of the assumptions set forth therein, which assumptions, to the knowledge of the Borrower, are fair and reasonable in light of the historical financial performance of the Borrower, the Company and their Subsidiaries and of current and reasonably foreseeable business conditions and reflect the reasonable estimate of the Borrower and the Company of the results of operations and other information projected therein.
ii. The projected pro forma consolidated balance sheet of the Borrower, the Company and their Subsidiaries as of November 30, 2000 (the "CLOSING BALANCE SHEET"), attached hereto as EXHIBIT M, is complete and correct in all material respects and presents fairly in all material respects the consolidated financial condition of the Borrower, the Company and their Subsidiaries as of such date as if the transactions contemplated by the Merger Documents, this Agreement and the other Transaction Documents had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to fairly reflect such assumption.
Projections and Pro Forma Financial Statements. 27- Section 4.7 - ABSENCE OF UNDISCLOSED LIABILITIES....................-28- Section 4.8 - NO MATERIAL ADVERSE CHANGE............................-28- Section 4.9 - ABSENCE OF CERTAIN DEVELOPMENTS.......................-29- Section 4.10 - ASSETS...............................................-30- Section 4.11 - TAX MATTERS..........................................-30- Section 4.12 - CONTRACTS AND COMMITMENTS............................-32- Section 4.13 - INTELLECTUAL PROPERTY RIGHTS.........................-35- Section 4.14 - YEAR 2000 COMPLIANCE.................................-36- Section 4.15 - LITIGATION, ETC......................................-37- Section 4.16 - BROKERAGE............................................-38- Section 4.17 - GOVERNMENTAL CONSENT, ETC............................-38- Section 4.18 - INSURANCE............................................-38- Section 4.19 - EMPLOYEES............................................-38- Section 4.20 - ERISA................................................-39- Section 4.21 - COMPLIANCE WITH LAWS.................................-40- Section 4.22 - ENVIRONMENTAL AND SAFETY MATTERS.....................-40- Section 4.23 - AFFILIATED TRANSACTIONS..............................-42- Section 4.24 - SOLVENCY, ETC........................................-42- Section 4.25 - INVESTMENT COMPANY...................................-42- Section 4.26 - MARGIN REGULATIONS...................................-43- Section 4.27 - PUBLIC UTILITY HOLDING COMPANY ACT...................-43- Section 4.28 - MERGER AGREEMENT AND SENIOR LOAN AGREEMENT REPRESENTATIONS......................................-43- Section 4.29 - DISCLOSURE...........................................-43- Section 4.30 - CERTAIN ASSURANCES...................................-43- Section 4.31 - CLOSING DATE.........................................-43- Section 4.32 - DEFERRED MANAGEMENT COMPENSATION.....................-44- Section 4.33 - MERGER TRANSACTIONS NOT A "CHANGE"...................-44- Section 4.34 - ASSERTION OF PLEDGE RIGHTS NOT A "CHANGE"............-44-
Projections and Pro Forma Financial Statements. The ---------------------------------------------- projected financial statements and financial information of the Company included in the Company's Private Placement Memorandum for a $2.5 million Equity Investment, dated April 21, 1995, are based on fair and reasonable assumptions in light of the historical performance of the business to be acquired, the plans to change the operations thereof and reasonably forseeable business conditions.
Projections and Pro Forma Financial Statements. (a) Attached hereto as Exhibit M is a correct and complete copy of the latest projections of the consolidated income and cash flows of Issuer Parties and their Subsidiaries for calendar year 2015. Such projections are based on underlying assumptions of Issuer Parties and their Subsidiaries that provide a reasonable basis for the projections contained therein. Such projections have been prepared on the basis of the assumptions set forth therein, which each Issuer Party believes are fair and reasonable in light of the historical financial performance of Issuer Parties and their Subsidiaries and of current and reasonably foreseeable business conditions and reflect the reasonable estimate of Issuer Parties and their Subsidiaries of the results of operations and other information projected therein.
(b) The pro forma consolidated balance sheet of Issuer Parties and their Subsidiaries as of a date within thirty (30) days of the Closing Date (the “Pro Forma Balance Sheet”) attached hereto as Exhibit N presents fairly in all material respects the consolidated financial condition of Issuer Parties and their Subsidiaries as of such date as if the transactions contemplated by the Investment Documents had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to fairly reflect such assumption.
Projections and Pro Forma Financial Statements. (i) Attached hereto as Exhibit C is a true and complete copy of the latest projections of the consolidated income and cash flows of the Company and its Subsidiaries for the fiscal years ending December 31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001. Such projections are based on underlying assumptions of the Company which provide a reasonable basis for the projections contained therein. Such projections have been prepared on the basis of the assumptions set forth therein, which the Company reasonably believes are fair and reasonable in light of the historical financial performance of the Company and its Subsidiaries and of current and reasonably foreseeable business conditions.
(ii) The pro forma consolidated balance sheet of the Company and its Subsidiaries as of February 28, 1998, attached hereto as Exhibit D, is complete and correct in all material respects and presents fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as of such date as if the transactions contemplated by this Agreement had occurred immediately prior to such date, and such balance sheet contains all pro forma adjustments necessary in order to fairly reflect such assumption.
Projections and Pro Forma Financial Statements. On or prior to the Closing, the Company shall have delivered to the Purchaser the Pro Forma and the Company's Projections for 1998.
Projections and Pro Forma Financial Statements. (a) Each Pro Forma Balance Sheet hereafter delivered by Borrowers to Lender shall be prepared in accordance with GAAP and fairly present in all material respects the assets and liabilities of the Company and its Subsidiaries, reflecting the consummation of the transactions contemplated in the applicable Acquisition Documents and based on the assumptions set forth therein as of the date thereof. Such balance sheet shall contain all pro forma adjustments necessary in order to fairly reflect such assumption.
(b) With respect to each Permitted Acquisition, the related Projections required to be delivered hereunder by Borrowers to Lender shall be based on underlying assumptions of Borrowers which, to the knowledge of Borrowers, shall provide a reasonable basis for the projections contained therein. Such Projections shall be prepared on the basis of the assumptions set forth therein, which assumptions will be, to the knowledge of Borrowers, fair and reasonable in light of the historical financial performance of Borrowers and the applicable Target Company and of current and reasonably foreseeable business conditions, as of the date hereof, and shall reflect the reasonable estimate of Borrowers, as of the date thereof, of the results of operations and other information projected therein.
