Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projections.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries Company for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesLoan Parties, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph paragraph, and (iii) satisfactory Financial ProjectionsProjections through 2019.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 three most recent fiscal yearsyears ended prior to the Effective Date as to which such financial statements are available, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph paragraph, and (iii) satisfactory Financial Projectionsprojections through 2016; provided that receipt of such projections shall not be deemed to represent approval by the Lender of such projections.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 their December 30, 2006 and 2016 December 29, 2007 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described or projections contained in clause (i) of this paragraph the Confidential Information Memorandum, as supplemented through September 16, 2008 and (iii) satisfactory Financial Projections(A) quarterly projections through 2009 and (B) annual projections from 2010 through 2013.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 and 2016 December 29, 2007, fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described or projections contained in clause (i) of this paragraph the Confidential Information Memorandum and (iii) satisfactory Financial Projectionsmonthly projections for fiscal year 2008 and satisfactory annual projections for fiscal years 2009 through 2012.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2013 and 2016 2014 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2017.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Holdings and its Subsidiaries for the 2015 December 31, 2017 and 2016 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Holdings and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Holdings and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) reasonably satisfactory Financial ProjectionsProjections through 2022.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Loan Parties and its their Subsidiaries for the 2015 December 31, 2017 and 2016 December 31, 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Loan Parties and its their Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Loan Parties and its their Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through the fiscal year ending December 31, 2021.

Financial Statements and Projections. The Lenders shall have received satisfactory (i) audited consolidated financial statements of the Borrower Company and its consolidated Subsidiaries for the 2015 fiscal years ending March 31, 2016 and 2016 fiscal yearsXxxxx 00, 0000, (iixx) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as and more than 45 days prior to which such financial statements are availablethe date hereof, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections reasonably requested by the Administrative Agent.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2013 and 2016 2014 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2019.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2022.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2014, 2015 and 2016 fiscal years, years and (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsparagraph.

Financial Statements and Projections. The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through 2021.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2012 and 2016 2013 fiscal years, and (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of in this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change Material Adverse Effect in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsor projections delivered to Administrative Agent.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 2011, 2012 and 2016 2013 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through 2017.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2016, 2017 and 2016 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through the Borrower’s fiscal year ending in 2019.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2014 and 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsquarterly projections through 2016 and annual projections through 2020 (including the key assumptions and drivers for such projections).

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2009, 2010 and 2016 2011 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements for fiscal year 2011 described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2015.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the December 31, 2015 and 2016 fiscal years, (ii) audited consolidated financial statements of Lovoo for the December 31, 2015 and 2016 fiscal years, (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iiiiv) satisfactory Financial Projectionsthe Borrower’s projected consolidated income statement, balance sheet and cash flows for each fiscal year through 2021.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 and 2016 December 31, 2017 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections on a quarterly basis through the second fiscal quarter of fiscal year 2019.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 fiscal years ended December 31, 2013, and 2016 fiscal years2014, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph paragraph, including for the period ending September 30, 2015, as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections for the period beginning January 1, 2015 and ending December 31, 2020.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the the, 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2021.

Financial Statements and Projections. The Lenders shall have received (i) audited unaudited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 2019 and 2016 2020 fiscal yearsyears prepared by its independent certified public accountant, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through December 31, 2022.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2022 and 2016 2023 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through 2029.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the December 31, 2014 and 2015 and 2016 fiscal years, (ii) audited consolidated financial statements of Tagged for the December 31, 2015 fiscal year and (to the extent available and, if not, unaudited consolidated financial statements) for the December 31, 2016 fiscal year, and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsparagraph.

Financial Statements and Projections. The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 2004 and 2016 2005 fiscal years, (iiiii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described or projections contained in clause (i) of this paragraph the Information Memorandum and (iiiiv) reasonably satisfactory Financial Projectionsprojections for the period from January 1, 2006 through December 31, 2008.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries Holdings for the 2015 2005 and 2016 2006 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Holdings and its consolidated Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries, as reflected in the audited, consolidated financial statements described or projections contained in clause (i) of this paragraph the Confidential Information Memorandum and (iii) the Borrowers’ most recent projected income statement, balance sheet and cash flows for the fiscal years beginning with 2007 and ending with 2015 which shall be satisfactory Financial Projections.to Lenders

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2008 and 2016 2009 fiscal years, and (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsor projections delivered to the Administrative Agent.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 2017 and 2016 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2023.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2014 and 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through June 30, 2016.

Financial Statements and Projections. The Lenders shall have received satisfactory (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Credit Agreement, Page 58 Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial ProjectionsProjections through 2022.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower Company and its Subsidiaries for the 2015 and 2016 through 2019 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower Company and its Subsidiaries for each fiscal quarter month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower and its SubsidiariesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Financial Projectionsprojections through 2022.