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

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, the Lenders shall have received from Holdings (i) audited financial statements of Holdings and its Subsidiaries for Fiscal Years 1995, 1996 and 1997, consisting of balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows for such Fiscal Years, (ii) if available, unaudited financial statements of Holdings and its Subsidiaries as at March 31, 1998, consisting of a balance sheet and the related consolidated statements of operations, stockholders' equity and cash flows for the three-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Holdings that they fairly represent the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the period indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated balance sheets of Holdings and its Subsidiaries and Company and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and giving effect to the consummation of the Transactions and the other transactions contemplated by the Loan Documents and reflecting the legal and capital structure as agreed to by Syndication Agent and Arranger, which pro forma financial statements shall be in form and substance reasonably satisfactory to the Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, the Lenders shall have received from Holdings Company (i) audited unaudited financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995the six-month fiscal period ending June 30, 1996 1999 and 1997, consisting of balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows for such Fiscal Years, (ii) if available, unaudited monthly financial statements of Holdings and its Subsidiaries as at March 31, 1998for each month thereafter, consisting of a balance sheet and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flows for the three-month period ending on such dateflows, all in reasonable detail and certified by the chief financial officer of Holdings Company that they fairly represent present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iiiii) pro forma consolidated balance sheets sheet of Holdings and its Subsidiaries and Company and its Subsidiaries as at of the Closing Date, prepared in accordance with GAAP and giving effect to reflecting the consummation of the Transactions Recapitalization, the related financings and the other transactions contemplated by the Loan Documents and reflecting the legal and capital structure as agreed to by Syndication Agent and ArrangerRelated Agreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders, and (iii) any projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of the Company and its Subsidiaries, delivered subsequent to September 23, 1999 for the six-year period after the Closing Date to be in form and substance satisfactory to Administrative Agent and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, the Lenders shall have received from Holdings (i) audited financial statements of Holdings the Subject Business and its Subsidiaries for Fiscal Years 19951999, 1996 2000 and 19972001, consisting of balance sheets and the related consolidated statements of operationsincome, stockholders' equity and cash flows for such Fiscal Years, (ii) if available, unaudited financial statements of Holdings the Subject Business and its Subsidiaries as at March 31September 30, 19982002, consisting of a balance sheet and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flows for the three9-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Holdings that they fairly represent present the financial condition of Holdings the Subject Business and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries and Company and its Subsidiaries prepared based on financial statements as at the Closing DateSeptember 30, 2002, prepared in accordance with GAAP and giving effect to reflecting the consummation of the Transactions Acquisition, the related financings and the other transactions contemplated by the Loan Documents and reflecting the legal and capital structure as agreed to by Syndication Agent and ArrangerRelated Agreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to the LendersAgent along with a certificate signed by a duly authorized Officer of Borrowers that there has not been a material change in Holdings and its Subsidiaries since October 31, 2002.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, the Lenders shall have received from Holdings Company (i) audited financial statements of Holdings Company and its Subsidiaries for Fiscal Years 19951998, 1996 1997 and 19971996, consisting of balance sheets and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flows for such Fiscal Years, (ii) if available, unaudited financial statements of Holdings Company and its Subsidiaries as at March 31January 24, 19981999, consisting of a balance sheet and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flows for the threenine-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Holdings Company that they fairly represent present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries and Company and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP (other than the absence of footnotes) and giving effect to reflecting the consummation of the Transactions Offer and Consent Solicitation, the related financings and the other transactions contemplated by the Loan Documents and reflecting the legal and capital structure as agreed to by Syndication Agent and ArrangerRelated Agreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to the Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, the Agents and Lenders shall have received from Holdings Company (i) audited unaudited financial statements of Holdings Xxxxxx and its Subsidiaries for Fiscal Years 1995, 1996 each fiscal quarter and 1997, consisting of balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows each month thereafter for such Fiscal Years, (ii) if available, unaudited which financial statements of Holdings and its Subsidiaries as at March 31, 1998were prepared in the ordinary course, consisting of a balance sheet and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flows for the three-month period ending on such dateperiods then ending, all in reasonable detail and certified by the chief financial officer of Holdings Xxxxxx that they fairly represent present the financial condition of Holdings Xxxxxx and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iiiii) pro forma --- ----- consolidated balance sheets of Holdings and its Subsidiaries and Company and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and giving effect to reflecting the consummation of the Transactions Merger, the sale of the Fort Xxxxx MSA Cellular System, the related financings and the other transactions contemplated by the Loan Documents and reflecting the legal Related Agreements, and capital structure as agreed to by Syndication Agent and Arranger, which pro forma (iii) projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of Company and its Subsidiaries for the nine-year period after the Closing Date, all of the foregoing financial statements and projections shall be in form and substance reasonably satisfactory to the Agents and Lenders.