The Projections Sample Clauses

The Projections. The pro forma financial statements of the --------------- Borrower as of the Closing Date provided pursuant to Section 3.1.1.12. ----------------
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The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of the Seller. The Audited Financial Statements were prepared in accordance with GAAP, and fairly and accurately present the financial situation and condition of the Seller as at the dates and for the periods indicated. Without limiting the foregoing, at the date of the Seller Balance Sheet, the Seller owned each of the assets specified on the Seller Balance Sheet, and the valuation of such assets in the Seller Balance Sheet is not more than their fair saleable value (on an item-by-item basis) at that date; and the Seller had no Liabilities, other than those specified in the Seller Balance Sheet, nor any Liabilities in amounts in excess of the amounts included for them in the Seller Balance Sheet. The Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the Audited Financial Statements, and fairly present the financial situation and condition of the Seller as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material. The Projections reasonably anticipate the results of operations that the Seller expects it will achieve, absent the occurrence of extraordinary events or unusual conditions of which the Seller is not presently on notice. From the date of this Agreement through the Closing Date the Seller will continue to prepare financial statements on the same basis that it has done so in the past, will promptly deliver the same to the Purchaser, and the foregoing representations will be applicable to each financial statement so prepared and delivered.
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The Projections. The pro forma balance sheet of the Borrower as of the Closing Date provided pursuant to SECTION 3.1.1.12.
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The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of ESI and EHGI. The Unaudited Financial Statements were prepared in accordance with GAAP (as qualified in Section 1.48 above). Without limiting the foregoing, as of the Acquired Business Balance Sheet, EHGI owned each of the assets included in preparation of the Acquired Business Balance Sheet, and the valuation of such assets in the Acquired Business Balance Sheet is consistent with GAAP (as qualified in Section 1.48 above); and EHGI had no Liabilities required to be included in the Acquired Business Balance Sheet in accordance with GAAP (as qualified in Section 1.48 above) for which the Acquired Business or any part of the Acquired Assets is responsible or liable, other than those included in the Acquired Business Balance Sheet, nor any Liabilities required to be included in the Acquired Business Balance Sheet in accordance with GAAP (as qualified in Section 1.48 above) in amounts in excess of the amounts included for them in the Acquired Business Balance Sheet. The Purchaser acknowledges that projections of future economic performance are necessarily unreliable and subject to the occurrence or nonoccurrence of a variety of events, but ESI and EHGI represent that the Projections have been prepared on the basis of assumptions that are, in the judgment of ESI and EHGI, reasonable in all respects and are not, to the knowledge of ESI or EHGI, contrary in any material respect to fact or to events that have occurred or are presently in existence. From the date hereof through the Closing Date ESI and EHGI will continue to prepare financial statements for the Acquired Business on the same basis that they have done so in the past, will promptly deliver the same to the Purchaser, and agree that from and after such delivery the foregoing representations will be applicable to each financial statement so prepared and delivered.
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The Projections. The financial statements referred to in clause (a) above have been prepared in accordance with GAAP and fairly present the financial condition of the Company and its Subsidiaries at the dates thereof and the results of their operations for the periods covered thereby. Except as set forth in Exhibit 4.4 or the Material Contracts, neither the Company nor any of its Subsidiaries has any material liabilities, contingent or otherwise, which are not referred to in the Balance Sheet. The Projections were based on (i) assumptions and accounting methods consistent with the historical financial statements described in paragraph (a) above and (ii) the financings contemplated hereby. To the best knowledge of the Company the Projections constitute a reasonable basis for assessing the future performance of the Company and its Subsidiaries, but no representation or warranty is made that the Company and its Subsidiaries can actually achieve the results set forth in the Projections.
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The Projections. The projections, dated June 30, 1997, copies of --------------- which have been furnished to each Lender, have been prepared on the basis of the assumptions set forth therein, which are believed by the Borrower to be reasonable and fair in the light of current conditions and the past history of the Target and its Subsidiaries and to reflect a reasonable estimate of the projected balance sheets, results of operations, cash flows and other information presented therein.
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The Projections. The pro forma financial statements of the Borrower as of the Closing Date provided pursuant to Section 3.1(l). ------------- Each of the financial statements referred to above in Section 4.5(a) was prepared in accordance with GAAP (subject, in the case of interim statements, to the absence of footnotes and normal year-end adjustments) applied on a consistent basis, except as stated therein. To the best of the Borrower's knowledge, each of the financial statements referred to above in Sections 4.5(a) and 4.5(c) fairly presents the financial condition or pro forma financial condition, as the case may be, of the Person being reported on at such dates and is complete and correct in all material respects and no Material Adverse Effect has occurred since the date thereof. The Projections were prepared by the Borrower in good faith.
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The Projections. Each of the financial statements referred to above in Section 4.1.5.1 was prepared in accordance with GAAP (subject, in the case of interim statements, to the absence of footnotes and normal year-end adjustments) applied on a consistent basis, except as stated therein. To the best of the Borrower's knowledge, each of the financial statements referred to above in Section 4.1.5.1 fairly presents the financial condition of the Person being reported on at such dates and is complete and correct in all material respects and no Material Adverse Effect has occurred since the date thereof. The Projections were prepared by the Borrower in good faith.
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The Projections. The undersigned has made inquiries of certain other officers and personnel of the Borrower with responsibility for financial and accounting matters regarding whether the unaudited financial statements described in paragraph 2.1(d) above and the Pro Forma Balance Sheet are in conformity with Generally Accepted Accounting Principles applied on a basis substantially consistent with that of the audited financial statements described in paragraph 2.1(c) above, and whether notes omitted from the unaudited consolidated financial statements and the Pro Forma Balance Sheet would have disclosed any new information that would be necessary to make such materials not misleading.
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Related to The Projections

  • Annual Projections As soon as practicable and in any event prior to the beginning of each Fiscal Year, Borrowers shall deliver to Lender projected balance sheets, statements of income and cash flow for Borrowers on a consolidated and consolidating basis, for each of the twelve (12) months during such Fiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Lender.

  • Projections As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

  • Estimates User shall pay to Tenant, in advance on a monthly basis, an amount equal to the estimated Rent for each year of the Use Period or part thereof divided by the number of months therein. Attached as Exhibit B is an budget for the Project prepared by Tenant and approved by User, which reflects a good faith estimate of Rent. Based on Exhibit B, the parties have agreed that User will pay to Tenant the monthly sum allocated to User on Exhibit B, in advance, as Tenant’s initial estimate of Rent. From time to time, Tenant may estimate and re-estimate the amount of Rent to be due and deliver a copy of the estimate or re-estimate to User. Thereafter, the monthly installments of Rent shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, User shall have paid all of Rent estimated by Tenant for such calendar year. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when the actual amount of Rent is available for each calendar year or fraction thereof (in the instance of any partial calendar year). (a) On or before January 31 of each calendar year during the term (and within 180 days of the Use Expiration Date), Tenant shall furnish to User a statement of Rent for the previous year (the “Rent Statement”). If Tenant fails to issue a Rent Statement, User will send a written request for Tenant to issue a Rent Statement. Within 30 days of receipt of the request for Rent Statement, Tenant will then issue a Rent Statement. If User’s estimated payments of Rent for the year covered by the Rent Statement exceeded the actual Rent due as indicated in the Rent Statement, then Tenant shall promptly credit or reimburse User for such excess; likewise, if User’s estimated payments of Rent for such year were less than the actual Rent due as indicated in the Rent Statement, then User shall promptly pay Tenant such deficiency. All true up obligations contained in this Agreement shall survive the Use Period. (b) To minimize the administrative burden on each party, Tenant’s books and records with regard to Rent are available for inspection by User at Tenant’s offices during Tenant’s regular business hours for 30 days after the date of issuance of each Rent Statement. The parties agree to work in good faith to address any questions relating to the Rent Statement.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrowers and their respective Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

  • Financial Statements; Projections (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

  • Annual Operating Budget and Financial Projections Within sixty (60) days after the end of each fiscal year of Borrower Representative (and promptly and within five (5) days of any material modification thereto), an annual operating budgets, on a consolidating basis (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower Representative, as approved by Borrower Representative’s Board, together with any related business forecasts used in the preparation of such annual financial projections.

  • Forecasts Any forecasts provided by DXC shall not constitute a commitment of any type by DXC.

  • Operating Budgets (i) The Borrowers shall, not later than thirty (30) days before the Commercial Operation Date for any Plant, adopt an Operating Budget with respect to such Plant and an updated aggregate Operating Budget for the Project from such date to the conclusion of the calendar year immediately following the then-current calendar year and provide a copy of such operating plan and budget at such time to the Administrative Agent. (ii) No less than sixty (60) days in advance of the beginning of each calendar year with respect to each Plant that has achieved its Commercial Operation Date, the Borrowers shall similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing two (2) calendar years for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the Project and provide a copy of each such operating plan and budget at such time to the Administrative Agent. (Each such operating plan and budget is herein called an "Operating Budget"). (iii) Each Operating Budget shall include the same items and detail as provided in the Financial Model and be prepared in accordance with a form similar to the Madera Operating Budget delivered on the Closing Date (or a form otherwise approved by the Administrative Agent) and shall become effective upon approval of the Administrative Agent (acting in consultation with the Consultants if the Administrative Agent reasonably determines that such consultation is necessary or desirable). The Administrative Agent's approval of such updated Operating Budgets shall not be unreasonably withheld or delayed. (iv) If the Borrowers have not adopted an annual Operating Budget covering the applicable two-year period for each Plant that has achieved its Commercial Operation Date and for the Project before the beginning of any calendar year following the Madera Funding or any Operating Budget adopted by the Borrowers has not been accepted by the Administrative Agent before the beginning of any upcoming calendar year, the Operating Budget for each relevant Plant for the preceding calendar year shall, until the adoption of an annual Operating Budget by the Borrowers and acceptance of such Operating Budget by the Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such Plant for such upcoming calendar year; provided that if the initial Operating Budget for any Plant is not approved by the Administrative Agent, the Borrowers may use a budget for such Plant that is consistent with the Financial Model until an initial Operating Budget is approved, and the Borrowers shall work diligently to prepare an initial Operating Budget for each Plant that is acceptable to the Administrative Agent. (v) If either the actual Operation and Maintenance Expenses or Maintenance Capital Expenses for any Fiscal Quarter is in excess of the applicable Permitted Operating Budget Deviation Levels, the Borrowers may deliver to the Administrative Agent and the Consultants a proposed updated Operating Budget(s), which shall be subject to approval by the Administrative Agent. Such proposed updated Operating Budget(s) shall not become effective until approved by the Administrative Agent. (vi) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum addressing all material deviations from the Financial Model.

  • Budgets, Forecasts, Other Reports and Information Promptly upon their becoming available to the Borrower: (i) any reports, notices or proxy statements generally distributed by the Borrower to its stockholders on a date no later than the date supplied to such stockholders, (ii) regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Borrower with the SEC, (iii) to the extent not previously reported in regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Borrower with the SEC, the Borrower shall notify the Banks promptly of the enactment or adoption of any Law which may result in a Material Adverse Change, (iv) to the extent requested by the Agent or any Bank, the annual budget and any forecasts or projections of the Loan Parties, and (v) with respect to the Hedging Transaction activities of the Loan Parties and their Subsidiaries, to the extent not previously reported in regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Borrower with the SEC, such other reports and information as any of the Banks may from time to time reasonably request.

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