Pro Forma Financial Statements definition

Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

Pro Forma Financial Statements as defined in Section 4.1(a).

Pro Forma Financial Statements has the meaning assigned to such term in Section 3.04(c).

Examples of Pro Forma Financial Statements in a sentence

• The Pro Forma Financial Statements have been prepared based on information available to the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at May 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date or on the last day of such period, as the case may be.

• All Taxes shown to be payable on such Tax Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by any of such Party’s Contributing Subsidiaries with respect to any period ending prior to the date of this Agreement, whether or not shown due or reportable on such Tax Returns, other than Taxes for which adequate accruals have been provided in its Interim Pro Forma Financial Statements.

• The Lenders shall have received (i) the Pro Forma Financial Statements, (ii) audited consolidated financial statements of Holdings and its Subsidiaries as of December 31, 2021 and December 31, 2020, and (iii) unaudited interim consolidated financial statements of Holdings and its Subsidiaries for each Fiscal Quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (ii) of this paragraph and at least 45 days before the Closing Date.

• Each Indemnitor shall indemnify, defend and hold harmless the Indemnitees, from and against any Losses incurred by an Indemnitee arising out of or in connection with unpaid Taxes relating to the Indemnitor’s Contributed Business accruing as to any period prior to Closing, including between the date of its Interim Pro Forma Financial Statements and Closing except to the extent provided for in the Final Closing Balance Sheet.

• The Joint Lead Arrangers shall have received the Annual Financial Statements, the Quarterly Financial Statements and the Pro Forma Financial Statements.

More Definitions of Pro Forma Financial Statements

Pro Forma Financial Statements means a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Restricted Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period covered by the Audited Financial Statements and the Unaudited Financial Statements, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

Pro Forma Financial Statements has the meaning set forth in Section 5.05(c).

Pro Forma Financial Statements shall have the meaning provided in Section 8.9.

Pro Forma Financial Statements has the meaning set forth in Section 3.11.

Pro Forma Financial Statements shall have the meaning assigned to such term in Section 4.01(k).

Pro Forma Financial Statements has the meaning specified in Section 7.05(b).

Pro Forma Financial Statements balance sheets, income statements and cash flow statements prepared by the Group Members that give effect (as if such events had occurred on such date) to (a) the Loans to be made on the Closing Date and the use of proceeds thereof and (c) the payment of fees and expenses in connection with the foregoing, in each case prepared for (y) the most recently ended fiscal quarter as if such transactions had occurred on such date and (z) on a quarterly basis through the first full fiscal year after the Closing Date, and on an annual basis for each fiscal year thereafter through the Term Loan Maturity Date, in each case demonstrating pro forma compliance with the covenants set forth in Section 7.1.