The Pro Forma Balance Sample Clauses
The Pro Forma Balance clause defines the requirement for providing a projected or hypothetical balance sheet, typically reflecting the financial position of a company after a proposed transaction or event. In practice, this clause obligates one party—often the seller in a business sale—to prepare and deliver a pro forma balance sheet as of a specified date, incorporating anticipated adjustments such as asset transfers, debt repayments, or other relevant changes. Its core function is to ensure both parties have a clear, standardized understanding of the company's expected financial state post-transaction, thereby reducing uncertainty and facilitating informed decision-making.
The Pro Forma Balance. Sheet (a) presents the liabilities of Borrower (whether contingent or not) fairly and accurately, (b) has been prepared in accordance with generally accepted accounting principles, and (c) reflects on its face all of the relevant financial data of Borrower currently available with respect to its liabilities. With respect to the presentation of contingent liabilities, I have consulted with counsel for Borrower regarding contingent liabilities (including without limitation, liabilities for taxes, environmental liabilities, intercompany indebtedness, liability under any sureties and guaranties and pending or threatened litigation or other proceedings and contingent liabilities) and have included as a liability our best judgment as to the probable exposure of Borrower to contingent liabilities that would not be included in reserves otherwise reflected in the balance sheet.
The Pro Forma Balance. Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the transactions contemplated by the Investment Agreement and the payment of transaction fees and expenses related to the foregoing and the consummation of the other Transactions, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation of the transactions described above.
The Pro Forma Balance. Sheet accurately reflects (i) the adjustments specified in the journal entries attached thereto as part of Schedule 2.8C and (ii) all other adjustments to the balance sheet included in the October 31 Compiled Financial Statements required to be made to give effect to the Restructuring Transactions, the Contribution and the other transactions contemplated hereby to occur on the Closing Date as if the Restructuring Transactions and such other transactions had occurred on November 1, 1996.
The Pro Forma Balance. Sheet and the Projections have been prepared under the direction of the undersigned, and the undersigned has reexamined the Pro Forma Balance Sheet and the Projections as of the date hereof and considered the effect thereon of any changes since the date of the preparation thereof on the financial condition set forth and the results projected therein.