Common use of Financial Statements; Pro Forma Balance Sheet; Projections Clause in Contracts

Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received, reviewed, and be reasonably satisfied with, (i) the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year; (ii) (A) the pro forma consolidated balance sheets and statements of income for Holdings and its Subsidiaries, as well as the pro forma levels of EBITDA and other operating data, for the fiscal year ended December 31, 2003 and each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 45 days prior to the Closing Date and for the comparable periods of the preceding fiscal year, after giving effect to the transactions contemplated hereby, and (B) a statement of Holdings’ pro forma consolidated cash balance as of the Closing Date certified by Borrower’s chief financial officer as demonstrating compliance with Section 4.02(d)(vii), after giving effect to the Transactions; and (iii) final forecasts of the financial performance of Holdings and its Subsidiaries. The forecasts provided to the Lenders and any cost savings shall be included in such financial statements prepared in accordance with GAAP only to the extent permitted to be included in pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission.

Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received, reviewed, and be reasonably satisfied with, (i) the unaudited consolidated balance sheets and related statements of income, stockholders’ ' equity and cash flows of Holdings Borrower and its Subsidiaries for each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 30 45 days prior to the Closing Date and for the comparable periods of the preceding fiscal year; (ii) (A) the pro forma consolidated balance sheets and statements of income for Holdings Borrower and its Subsidiaries, as well as the pro forma levels of EBITDA and other operating data, for the fiscal year ended December 31, 2003 2001 and each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 45 days prior to the Closing Date and for the comparable periods of the preceding fiscal year, after giving effect to the transactions contemplated hereby, and (B) a statement of Holdings’ Borrower's pro forma consolidated cash balance as of the Closing Date certified by Borrower’s 's chief financial officer as demonstrating compliance with Section 4.02(d)(vii), after giving effect to the Transactions; and (iii) final forecasts of the financial performance of Holdings Borrower and its Subsidiariessubsidiaries. The forecasts provided to the Lenders and any cost savings shall be included in such financial statements prepared in accordance with GAAP only to the extent permitted to be included in pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission.

Financial Statements; Pro Forma Balance Sheet; Projections. The On or before the Closing Date, Lenders shall have received, reviewed, and be reasonably satisfied with, received from Company (i) the unaudited audited financial statements of Company and its Subsidiaries for Fiscal Year 1998 and DMG and its Subsidiaries for Fiscal Years 1998 and 1999, in each case consisting of a consolidated balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Holdings Company and its Subsidiaries for each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 30 days Fiscal Quarters prior to the Closing Date and for the comparable periods which financial statements are available, consisting of the preceding fiscal year; (ii) (A) the pro forma a consolidated balance sheets sheet and the related consolidated statements of income and cash flows for Holdings the period ending on each such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries, Subsidiaries as well as at the pro forma levels dates indicated and the results of EBITDA their operations and other operating data, their cash flows for the fiscal year periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) unaudited financial statements of DMG and its Subsidiaries for each of the Fiscal Quarters ended June 26, 1998, September 25, 1998, December 3125, 2003 1998 and each fiscal quarter of the fiscal year in which the Closing Date occurs Fiscal Quarters ended prior to 45 days following March 26, 1999 and prior to the Closing Date and for which financial statements are available, consisting of a consolidated balance sheet and the comparable related consolidated statements of income and cash flows for the period ending on each such date, all in reasonable detail and certified by the chief financial officer of DMG that they fairly present, in all material respects, the financial condition of DMG and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods of the preceding fiscal indicated, subject to changes resulting from audit and normal year-end adjustments, after giving effect to the transactions contemplated hereby, and (Biv) a statement of Holdings’ pro forma consolidated cash balance sheet of Company and its Subsidiaries as of at the Closing Date certified by Borrower’s chief financial officer as demonstrating compliance with Section 4.02(d)(vii)Date, after giving effect to the Transactions; and (iii) final forecasts of the financial performance of Holdings and its Subsidiaries. The forecasts provided to the Lenders and any cost savings shall be included in such financial statements prepared in accordance with GAAP only to and reflecting the extent permitted to be included in consummation of the Tender Offer and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements set forth statement shall be in form and substance satisfactory to Lenders, and (v) a registration statement filed of sources and uses of funds with respect to the Securities Tender Offer and Exchange CommissionMerger. There shall have been no change in the Projections.

Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received, reviewed, and be reasonably satisfied with, (i) the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings Borrower and its Subsidiaries for each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 30 45 days prior to the Closing Date and for the comparable periods of the preceding fiscal year; (ii) (A) the pro forma consolidated balance sheets and statements of income for Holdings Borrower and its Subsidiaries, as well as the pro forma levels of EBITDA and other operating data, for the fiscal year ended December 31, 2003 2001 and each fiscal quarter of the fiscal year in which the Closing Date occurs ended prior to 45 days prior to the Closing Date and for the comparable periods of the preceding fiscal year, after giving effect to the transactions contemplated hereby, and (B) a statement of Holdings’ Borrower’s pro forma consolidated cash balance as of the Closing Date certified by Borrower’s chief financial officer as demonstrating compliance with Section 4.02(d)(vii), after giving effect to the Transactions; and (iii) final forecasts of the financial performance of Holdings Borrower and its Subsidiariessubsidiaries. The forecasts provided to the Lenders and any cost savings shall be included in such financial statements prepared in accordance with GAAP only to the extent permitted to be included in pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission.