Financial Statements; Projections Sample Clauses

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been 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 Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclose...

Financial Statements; Projections. Lenders shall have received from Company (i) the Historical Financial Statements and (ii) the Projections.

Financial Statements; Projections. The Lenders shall have received from the Borrowers (i) the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets of Borrowers and their Subsidiaries as of the Effective Date, and reflecting the transactions contemplated by the Loan Documents, and the Second Lien Documents, in each to occur on or prior to the Effective Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent, and (iii) the Projections.

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Target.

Financial Statements; Projections. On or prior to the Effective Date, the Administrative Agent shall have received the financial statements and the Projections referred to in Section 8.05(d), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Financial Statements; Projections. Administrative Agent and Arrangers shall have received from Borrower (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheet of Borrower and its Subsidiaries as of March 31, 2013 and reflecting the consummation of the transactions contemplated by Related Agreements and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date and (iii) the Projections.

Financial Statements; Projections. Administrative Agent shall have received (i) the Historical Financial Statements and (ii) the Base Case Model and Projections.

Financial Statements; Projections. Lenders shall have received and shall be satisfied with the form and substance of the financial statements described in Section 3.04 and with the forecasts of the financial performance of Borrower and its Subsidiaries.

Financial Statements; Projections. Lenders shall have received from Holdings: (i) the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent, and (iii) (in respect of non-public Lenders only) the Projections.