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

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 2004, 2005 and 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarter, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date 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, (v) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, EXECUTION VERSION 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition Agreement, which pro forma balance sheet shall be in form and substance satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company (i) audited financial statements of Anagram International, Inc. and its Subsidiaries for its fiscal years ended December 31, 1996 and 1997, consisting of balance sheets and the consolidated statements of income, stockholders' equity and cash flows for such fiscal years, (ii) unaudited combined and combining financial statements of Anagram and its Subsidiaries as at June 30, 1998, consisting of an unaudited combined and combining balance sheet and the combined and combining statements of income for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Anagram that they fairly present the financial condition of Anagram and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) unaudited financial statements of Company and its Subsidiaries for Fiscal Years 2004as at June 30, 2005 and 20061998, consisting of a balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for the six-month period ending on such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date 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, (viv) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, EXECUTION VERSION 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at the Restatement Dateof July 31, 1998, prepared in accordance with GAAP and reflecting the consummation of the Anagram Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Anagram Acquisition Agreement, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viiv) projected pro forma financial statements consisting of (including consolidated balance sheets, statements of income operations, stockholders' equity and cash flow statements flows) of Company and its Subsidiaries (after giving effect to the Anagram Acquisition) for Fiscal Years 2008 through the 10-year period commencing on the Restatement Effective Date, which pro forma financial statements shall be in form and including 2013substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company (i) audited financial statements of Anagram International, Inc. and its Subsidiaries for its fiscal years ended December 31, 1996 and 1997, consisting of balance sheets and the consolidated statements of income, stockholders' equity and cash flows for such fiscal years, (ii) unaudited combined and combining financial statements of Anagram and its Subsidiaries as at June 30, 1998, consisting of an unaudited combined and combining balance sheet and the combined and combining statements of income for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Anagram that they fairly present the financial condition of Anagram and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) unaudited financial statements of Company and its Subsidiaries for Fiscal Years 2004as at June 30, 2005 and 20061998, consisting of a balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for the six-month period ending on such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date 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, (vadjustments,(iv) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, EXECUTION VERSION 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at the Restatement Dateof July 31, 1998, prepared in accordance with GAAP and reflecting the consummation of the Anagram Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Anagram Acquisition Agreement, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viiv) projected pro forma financial statements consisting of (including consolidated balance sheets, statements of income operations, stockholders' equity and cash flow statements flows) of Company and its Subsidiaries (after giving effect to the Anagram Acquisition) for Fiscal Years 2008 through the 10-year period commencing on the Restatement Effective Date, which pro forma financial statements shall be in form and including 2013substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company and be satisfied with (i) audited consolidated financial statements of Company Union and its Subsidiaries for Fiscal Years 2004the period ending June 30, 2005 and 20061997, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (ii) unaudited financial statements of Union and its Subsidiaries for the period from June 30, 1997 through November 30, 1997, consisting of a consolidated balance sheet (prepared on a divisional basis) and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of ending on each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company Union that they fairly present present, in all material respects, the financial condition of Company Union and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) audited financial statements of the Company and its Subsidiaries for the period ending December 31, 1996, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (iv) unaudited financial statements of Company and its Subsidiaries for the period from January 1, 1997 through December 31, 1997, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the period ending on each such date, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited pro forma combined balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, EXECUTION VERSION 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement DateNovember 30, 1997, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionMerger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viivi) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the Projections.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 20041994, 2005 1995 and 20061996, and of Lil' Champ and its Subsidiaries for fiscal years ended on December 31, 1994, December 30, 1995 and December 28, 1996, in each case consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereonperiods, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located Company and its Subsidiaries as at June 26, 1997, and unaudited financial statements of Lil' Champ and its Subsidiaries as at June 28, 1997, in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, each case consisting of a balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, sheet and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the 9-month period from the beginning of Fiscal Year 2007 to the end of each and 6-month period, respectively, ending on such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries and Lil' Champ and its Subsidiaries as at the date 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, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, EXECUTION VERSION 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the Restatement Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Lil' Champ Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be substantially consistent with any financial statements for the same periods delivered to Agents prior to September 30, 1997, and otherwise in form and substance satisfactory to Administrative AgentLenders, and (viiiv) projected consolidated and consolidating financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through the five-year period after the Closing Date consisting of consolidated and including 2013consolidating balance sheets and the related consolidated and consolidating statements of income, shareholders' equity and cash flows, which projected financial statements shall be substantially consistent with any projected financial results for the same period delivered to Agents prior to September 30, 1997 and otherwise in form and substance satisfactory to Agents and Lenders.