Common use of Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc Clause in Contracts

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the financial condition of the Company and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods covered thereby (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, consistently applied (other than as set forth therein), except, in the case of the quarterly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 and the fiscal quarter ended September 9, 2011, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (iii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries at the date of such statements of financial condition balance sheets and the consolidated results of the operations of the Company and its Subsidiaries such Persons for the periods covered thereby and (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheetii) have been prepared in accordance with GAAP, GAAP consistently applied (other than as set forth therein), exceptsubject, in the case of the quarterly statementsfinancial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the omission of footnotesfiscal year ended December 31, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually2010, since December 31, 2010, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the aggregatelegality, would be material)validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements consolidated statements of financial condition of Holdings and its Subsidiaries at December 31, 1997 and the related consolidated statements of income and cash flow and changes in shareholders' equity of Holdings and its Subsidiaries for the fiscal year ended on such date, and furnished to the Lenders Banks prior to the Closing Restatement Effective Date, and (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company Holdings and its Subsidiaries as of December the end of the fiscal quarter of Holdings ended March 31, 2003 1998, and after giving effect the related consolidated statements of earnings, shareholder's equity and cash flows of Holdings and its Subsidiaries for such quarterly period, and furnished to the Transactions and Banks prior to the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET")Restatement Effective Date, in each case present fairly in all material respects the financial condition of the Company Holdings and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company Holdings and its Subsidiaries for the periods covered thereby (orrespective fiscal year or fiscal quarter, in as the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company may be (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statementsunaudited financial statements, to normal year-end adjustments). All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, GAAP and practices consistently applied (other than as set forth therein)applied, except, in the case of the quarterly and monthly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (ia)(i) The Audited Financial Statements furnished financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 3.01(h), have been examined or reviewed by the Lenders prior accountants referred to the Closing Datetherein, who delivered unqualified opinions in respect thereto and (ii) the Unaudited Financial Statements furnished PRO FORMA (after giving effect to the Lenders prior to Transaction and the Closing Date and (iiirelated financing thereof) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries Borrower as of December 31at the Initial Funding Date, 2003 and after giving effect to the Transactions and the incurrence copies of all Indebtedness contemplated thereby as set forth on Schedule 4.12 of which financial statements referred to in the preceding clauses (the "PRO FORMA BALANCE SHEET")i) and (ii) have heretofore been furnished to each Lender, in each case present fairly in all material respects the financial condition position of the Company and its Subsidiaries respective entities at the date dates of such said statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods period covered thereby (or, in the case of the Pro Forma Balance SheetPRO FORMA balance sheet, presents present a good faith estimate of the consolidated pro forma FORMA financial condition of the Company Borrower and its Subsidiaries (after giving effect to the Transactions Transaction) on a consolidated basis at the date thereof)), subject, in the case of Unaudited Financial Statementsthe unaudited financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnotes. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, generally accepted accounting principles and practices consistently applied (other than as set forth therein), exceptexcept to the extent provided in the notes to said financial statements and, in the case of the quarterly unaudited interim financial statements, for the omission of footnotes, and certain reclassifications and ordinary subject to normal year end of period adjustments and accruals (all of which are of a recurring nature and none of which individuallywhich, individually or in the aggregate, would be material)) and the absence of footnotes. Since December 31, 1997, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2014 and the fiscal quarter ended June 30, 2015, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (iii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries at the date of such statements of financial condition balance sheets and the consolidated results of the operations of the Company and its Subsidiaries such Persons for the periods covered thereby and (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheetii) have been prepared in accordance with GAAP, GAAP consistently applied (other than as set forth therein), exceptsubject, in the case of the quarterly statementsfinancial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the omission of footnotesfiscal year ended December 31, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually2014, since December 31, 2014, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the aggregatelegality, would be material)validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The (i) The Audited Financial Statements audited consolidated balance sheets of Flowers Industries and its Subsidiaries (x) for the fiscal years ended on January 2, 1999, January 1, 2000 and December 30, 2000 and (y) unaudited consolidated balance sheets of Flowers Industries and its Subsidiaries for the periods described in the preceding clause (x) and accounting for Keebler on an equity basis, and (ii) the related consolidated statements of income, cash flows and shareholders' equity of Flowers Industries and its Subsidiaries (accounting for Keebler on an equity basis in the case of the statements correlating to the balance sheets described in preceding clause (i)(y)) for the fiscal year or quarter, as the case may be, ended on such dates, copies of which have been furnished to the Lenders prior to the Closing Effective Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial condition position of the Company Flowers Industries and its Subsidiaries Subsidiaries, respectively, at the date dates of such statements of financial condition balance sheets and the consolidated results of the operations of the Company Flowers Industries and its Subsidiaries Subsidiaries, respectively, for the periods covered thereby (or, in the case thereby. All of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such foregoing historical financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than as set forth therein)applied, except, in the case of the quarterly statementsfinancial statements listed in clauses (i)(y) and (ii), as a result of the accounting for the omission Keebler on an equity basis of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material)accounting.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2021 and the fiscal quarter ended September 30, 2022, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (iii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries at the date of such statements of financial condition balance sheets and the consolidated results of the operations of the Company and its Subsidiaries such Persons for the periods covered thereby and (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheetii) have been prepared in accordance with GAAP, GAAP consistently applied (other than as set forth therein), exceptsubject, in the case of the quarterly statementsfinancial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the omission of footnotesfiscal year ended December 31, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually2021, since December 31, 2021, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the aggregatelegality, would be material)validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma audited consolidated balance sheet statements of financial condition of the Company Borrower and its Subsidiaries as of December 31, 2003 1993, 1994 and after giving effect to the Transactions 1995 and the incurrence related consolidated statements of all Indebtedness contemplated thereby income and cash flow and changes in shareholders' equity of Holdings and its Subsidiaries, and the notes thereto for the fiscal years ended on such dates and (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as set forth of September 30, 1996, and the related consolidated statements of income and cash flow for the nine-month period ended on Schedule 4.12 (the "PRO FORMA BALANCE SHEET")such date, in each case furnished to the Banks prior to the Effective Date, present fairly in all material respects the financial condition of the Company Holdings and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company Holdings and its Subsidiaries for the periods covered thereby (orrespective Fiscal Year or nine-month period, in as the case of the Pro Forma Balance Sheetmay be, presents a good faith estimate of the consolidated pro forma financial condition of the Company described therein (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statementsunaudited financial statements, to normal ordinary year-end adjustments). All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, GAAP consistently applied (other than as set forth therein)applied, except, in the case of the quarterly nine-month statements, for the omission of footnotes, and certain reclassifications footnotes and ordinary year-end of period adjustments and accruals (all adjustments. After giving effect to the Transaction, since December 31, 1995, there have been no circumstances or events the result of which are of has had a recurring nature and none of which individually, or in the aggregate, would be material)Material Adverse Effect.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2018 and the fiscal quarter ended March 31, 2019, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (iii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries at the date of such statements of financial condition balance sheets and the consolidated results of the operations of the Company and its Subsidiaries such Persons for the periods covered thereby and (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheetii) have been prepared in accordance with GAAP, GAAP consistently applied (other than as set forth therein), exceptsubject, in the case of the quarterly statementsfinancial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the omission of footnotesfiscal year ended December 31, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually2018, since December 31, 2018, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the aggregatelegality, would be material)validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma audited consolidated balance sheet of the Company Borrower and its Subsidiaries as for the fiscal year of the Borrower ended December 31, 2003 and after giving effect to the Transactions related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended March 31, 2004 and the incurrence related consolidated statements of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (income and cash flows of the "PRO FORMA BALANCE SHEET")Borrower and its Subsidiaries for such fiscal quarter, copies of which, in each case case, have been furnished to the Administrative Agent and each Bank prior to the Initial Borrowing Date, present fairly in all material respects the consolidated financial condition of the Company Borrower and its Subsidiaries at the date dates of such said financial statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods covered thereby (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof))thereby, subject, in the case of Unaudited Financial Statementsthe unaudited financial statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (other than as set forth therein), exceptexcept to the extent provided in the notes to said financial statements and subject, in the case of the quarterly three-month statements, for the omission of footnotes, and certain reclassifications and ordinary to normal year-end of period audit adjustments and accruals (all of which are of a recurring nature and none of which individuallywhich, individually or in the aggregate, would be material)) and the absence of footnotes.