Pro Forma Balance Sheets definition

Pro Forma Balance Sheets as defined in Section 4.1(a).

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Pro Forma Balance Sheets has the meaning specified in Section 5.05(a)(ii).

Pro Forma Balance Sheets has the meaning assigned to such term in Section 3.06(b).

Examples of Pro Forma Balance Sheets in a sentence

• The Pro Forma Balance Sheets have been prepared based on the best information available to the Borrowers as of the date of delivery thereof, and present fairly, on a pro forma basis, the estimated financial position of SDLP and its consolidated Subsidiaries, on the one hand, and the Borrowers and the Guarantors, on the other hand, in each case as of March 31, 2014, assuming that the events specified in the preceding sentence had actually occurred at such date.

• The Pro Forma Balance Sheets have been prepared based on the best information available to Holdings or the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, respectively, as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

• The Pro Forma Balance Sheets, including the related schedules and notes thereto, if any, have been prepared, in accordance with GAAP, consistently applied, except as may be disclosed therein.

• The Pro Forma Balance Sheets have been prepared based on the best information available to the Parent as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Parent and its consolidated Subsidiaries (other than ACC and its Subsidiaries), as of June 30, 2003, assuming that the events specified in the preceding sentence had actually occurred at such date.

• The cash flow Projections together with the Pro Forma Balance Sheets, are referred to as the "Pro Forma Financial Statements".

More Definitions of Pro Forma Balance Sheets

Pro Forma Balance Sheets is defined in clause (b) of Section 3.1.10 of the Amendment Agreement.

Pro Forma Balance Sheets as defined in subsection 9.1(a).

Pro Forma Balance Sheets means the pro forma consolidated and consolidating balance sheets of Company and its Subsidiaries as at the Closing Date, reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents.

Pro Forma Balance Sheets shall be as defined in Section 6.10(b)(v).

Pro Forma Balance Sheets has the meaning specified in Section 5.05(a)(ii). “Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line, or facility used for operations of any Parent, the Borrower or any of the Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by any Parent, the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parents, the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment. “Proposed Discounted Prepayment Amount” has the meaning specified in Section 2.05(d)(ii). “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Company Costs” has the meaning assigned to such term in the definition of the te...

Pro Forma Balance Sheets means, collectively, (a) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of the Closing Date, prepared by the Borrower based on the financial statements described in clauses (i) and (ii) of Section 5.4(a), and after giving effect to the consummation of the transactions contemplated hereby to occur on the Closing Date, including the making of the initial Loans on the Closing Date and the consummation of the Closing Date Acquisitions, and (b) the pro forma balance sheet of each of the Subsidiaries as of the Closing Date, prepared by such Subsidiaries based on the financial statements described in clause (ii) of Section 5.4(a) and after giving effect to the consummation of the transactions contemplated hereby to occur on the Closing Date, including the making of the initial Loans on the Closing Date.

Pro Forma Balance Sheets means, collectively, (a) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of the Closing Date, prepared by the Borrower based on the financial statements described in clauses (i) and (ii) of Section 5.4(a) and after giving effect to the consummation of the transactions contemplated hereby, including the making of the initial Loans on the Closing Date, and (b) the pro forma balance sheet of each of the Borrower's Subsidiaries as of the Closing Date, prepared by such Subsidiaries based on the financial statements described in clause (ii) of Section 5.4(a) and after giving effect to the consummation of the transactions contemplated hereby, including the making of the initial Loans on the Closing Date.