Common use of Pro Forma Financial Information Clause in Contracts

Pro Forma Financial Information. The pro forma financial statements and the related notes thereto included in the Registration Statement, the Time-of-Sale Disclosure Package and the Final Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time-of-Sale Disclosure Package, and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time-of-Sale Disclosure Package, and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act. No other financial statements or schedules, including historical or pro forma financial statements, are required under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder to be included in the Registration Statement, the Time-of-Sale Disclosure Package or the Final Prospectus. All disclosures contained in the Registration Statement, the Time-of-Sale Disclosure Package and the Final Prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable.