Common use of Pro Forma Balance Sheet Clause in Contracts

Pro Forma Balance Sheet. The pro forma balance sheet of the Loan Parties and their Subsidiaries as of September 30, 2022 a copy of which has been delivered to Lender, fairly presents in all material respects, on a basis consistent with the Financial Statements referred to in Section 3.5(a), the consolidated financial position of the Borrower and its Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and the issuance of any Letters of Credit to be made on the Closing Date, (ii) the application of the proceeds therefrom as contemplated by the Loan Documents, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such pro forma balance sheet and the date hereof, no Loan Party or any Subsidiary had or has any material liabilities, contingent or otherwise, including liabilities for Taxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet.

Pro Forma Balance Sheet. The pro forma balance sheet of the Loan Parties Borrower and their its Subsidiaries as of September 30, 2022 2020, a copy of which has been delivered to LenderAgent, fairly presents in all material respects, on a basis consistent with the Financial Statements referred to in Section 3.5(a)7.1, the consolidated financial position of the Borrower and its Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and the issuance of any Letters of Credit to be made on the Closing Date, (ii) the application of the proceeds therefrom as contemplated by the Loan Documents, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such pro forma balance sheet and the date hereof, no Loan Party or any Subsidiary had or has any material liabilities, contingent or otherwise, including liabilities for Taxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet.

Pro Forma Balance Sheet. The pro forma consolidated balance sheet of the Loan Parties Borrower and their its Subsidiaries as of September 30August 31, 2022 2023, a copy of which has been delivered to LenderAgent, fairly presents in all material respects, on a basis consistent with the Financial Statements referred to in Section 3.5(a)Statements, the consolidated 53/Mammoth – Credit Agreement financial position of the Borrower and its Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and the issuance of any Letters of Credit to be made on the Closing Date, (ii) the application of the proceeds therefrom as contemplated by the Loan Documents, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such pro forma balance sheet and the date hereof, no Loan Party or any Subsidiary had or has any material liabilities, contingent or otherwise, including liabilities for Taxestaxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet.

Pro Forma Balance Sheet. The pro forma consolidated balance sheet of the Loan Parties ASHS and their its Subsidiaries as of September December 31September 30, 2022 20202023, a copy of which has been delivered to Lender, fairly presents in all material respects, on a basis consistent with the Financial Statements referred to in Section 3.5(a)7.1, the consolidated financial position of the Borrower ASHS and its Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and the issuance of any Letters of Credit to be made on the Closing ClosingFirst Amendment Effective Date, (ii) the application of the proceeds therefrom as contemplated by the Loan Documents, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such consolidated balance sheet. As of the date of such pro forma balance sheet and the date hereof, no Loan Party or nor any Subsidiary of their Subsidiaries had or has any material liabilities, contingent or otherwise, including liabilities for Taxestaxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet.

Pro Forma Balance Sheet. The pro forma balance sheet of the Loan Parties Holdings and their its Consolidated Subsidiaries as of September 30December 31, 2022 2007, a copy of which has been delivered to LenderLenders, fairly presents in all material respects, in conformity with GAAP applied on a basis consistent with the Financial Statements financial statements referred to in Section 3.5(a6.05(a), the consolidated financial position of the Borrower Holdings and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and transactions contemplated by the issuance of any Letters of Credit to be made on the Closing DateOperative Documents, (ii) the Notes, (iii) the application of the proceeds therefrom as contemplated by the Loan Documents, Documents and (iiiiv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such pro forma balance sheet and the date hereofFunding Date, no Loan Credit Party or any Subsidiary had or has any material liabilities, contingent or otherwise, including liabilities for Taxestaxes, long long-term leases or forward or long long-term commitments, which are not properly reflected on such balance sheet.

Pro Forma Balance Sheet. The pro forma balance sheet of the Loan Parties Borrower and their its Subsidiaries as of September 30January 31, 2022 2023, a copy of which has been delivered to Lender, fairly presents in all material respects, on a basis consistent with the Financial Statements referred to in Section 3.5(a), the consolidated financial position of the Borrower and its Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of any Advances and the issuance of any Letters of Credit to be made on the Closing Date, (ii) the application of the proceeds therefrom as contemplated by the Loan Documents, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such pro forma balance sheet and the date hereof, no Loan Party or any Subsidiary had or has any material liabilities, contingent or otherwise, including liabilities for Taxestaxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet.