Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received (i) unaudited income statements for the Acquired Business for each of Seller’s fiscal years ended May 31, 2015, May 25, 2014 and May 26, 2013 (each in local currency), (ii) an unaudited statement of Inventory owned by Seller or any of the Seller Parties (as defined in the Acquisition Agreement) that is used or held for use exclusively in the operation or conduct of the Acquired Business at May 31, 2015, (iii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered by Borrower pursuant to Section 5.1, prepared after giving effect to the Transactions and any other transactions for which pro forma effect may be given under Section 1.3 as if the Transactions and other 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), (iv) at least 20 calendar days prior to the Restatement Funding Date, an unaudited Statement of Inventory and an unaudited Statement of Profit Before Overheads for any interim period or periods of the Acquired Business ended after the date of the most recent unaudited Statement of Inventory and unaudited Statement of Profit Before Overheads; which, in each case, shall be in a form consistent with the forecasts previously provided to the Administrative Agent and (v) with respect to the Borrower, each of the financial statements required to be furnished to the Administrative Agent under Section 5.1.
Appears in 8 contracts
Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)
Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received received, (i) unaudited income (x) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements for of operations, comprehensive loss, cash flows and stockholders’ equity of the Acquired Business for each of Seller’s Target and its consolidated subsidiaries for, the three most recently completed fiscal years ended May 31at least 110 days prior to the Closing Date and (y) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, 2015and related consolidated statements of operations, May 25comprehensive loss, 2014 cash flows and May 26stockholders’ equity of the Target and its consolidated subsidiaries for, 2013 each subsequent fiscal quarter (each other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (x) and ended at least 46 days before the Closing Date (in local currencythe case of this clause (y), without footnotes) and (ii) an a unaudited statement of Inventory owned by Seller or any of the Seller Parties (as defined in the Acquisition Agreement) that is used or held for use exclusively in the operation or conduct of the Acquired Business at May 31, 2015, (iii) a pro forma consolidated balance sheet and related unaudited pro forma consolidated statements statement of income and cash flows or operations of the Borrower Target as of of, and for the 12twelve-month period ending on on, the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered by Borrower pursuant ended at least 46 days (or 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to Section 5.1the Closing Date, prepared after giving effect to the Transactions and any other transactions for which pro forma effect may be given under Section 1.3 as if the Transactions and other 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 statementsstatement of income or operations), (iv) at least 20 calendar days prior to the Restatement Funding Date, an unaudited Statement of Inventory and an unaudited Statement of Profit Before Overheads for any interim period or periods which need not be prepared in compliance with Regulation S-X of the Acquired Business ended after the date Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the most recent unaudited Statement of Inventory type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and unaudited Statement of Profit Before Overheads; which, in each case, shall be in a form consistent with based only on estimates and allocations determined by the forecasts previously provided to the Borrower). The Administrative Agent and (v) with respect to the Borrower, each hereby acknowledges receipt of the financial statements required referred to be furnished to (i) in clause (i)(x) above in respect of the Administrative Agent under Section 5.1fiscal years ended July 29, 2014, June 28, 2015 and July 3, 2016, (ii) in clause (i)(y) above in respect of the fiscal quarters ended October 2, 2016, January 1, 2017 and April 2, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), Fourth Amendment (Isos Acquisition Corp.)
