Common use of Pro Forma Financial Statements Clause in Contracts

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma EBITDA, for the fiscal year ended January 31, 2006, and as of and for the latest twelve-month period ending more than 30 days prior to the Closing Date, in each case, after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma consolidated balance sheet and related statements of income operations and cash flows and pro forma EBITDA, for the fiscal year ended January December 31, 20062005, and as of and for the latest twelvethree-month period ending more than 30 days prior to the Closing Dateended March 31, 2006, in each case, case after giving effect to the Transactions and the Additional Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income operations and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and the Additional Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions and the Additional Transactions had occurred at such dates.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s 's unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma EBITDA, EBITDA for the fiscal year ended January December 31, 20062005, and as of and for the latest twelve-month period ending ended at the end of a fiscal quarter more than 30 40 days prior to the Closing Date, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately are reasonably believed to reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and are reasonably believed to present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Administrative Agent Borrower’s unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma levels of EBITDA (“Pro Forma EBITDA”), for the fiscal year ended January December 31, 2006, and as of 2006 and for the latest twelvefour-month quarter period ending ended more than 30 40 days prior to the Closing Date, and Borrower’s unaudited pro forma statement of income for the fiscal year ended December 31, 2006, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements statement of income and cash flowsincome. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Pro Forma Financial Statements. Parent Borrower has heretofore delivered to the Lenders the Parent Borrower’s unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma EBITDA, for the fiscal year ended January 31, 2006, and as of and for the latest twelve-month period ending more than 30 days prior to the Closing Dateended June 30, 2006, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flowsflows but without giving effect to fresh-start accounting adjustments. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Closing Date to be reasonable)therein, are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, in form and substance reasonably acceptable to the Administrative Agent, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Parent Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s 's unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma EBITDA, for the fiscal year ended January December 31, 20062003, and as of and for each of the latest twelvefiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and for the four-month quarter period ending more than 30 days prior to the Closing Dateended September 30, 2004, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the TransactionsTransactions (including such other adjustments reasonably satisfactory to the Administrative Agent), and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions had occurred at such datesdates (in each case, subject to the absence of footnotes).

Pro Forma Financial Statements. Borrower The Designated Company has heretofore delivered to the Lenders Borrowerthe Designated Company’s unaudited pro forma consolidated capitalization table and balance sheet and related statements as of income and cash flows and pro forma EBITDASeptember 30, for 2019 (in the fiscal year ended January 31, 2006, case of the Effective Date) and as of and for the latest twelve-month period ending more than 30 days date of the financial statements most recently delivered to the lenders pursuant to Section 5.01(a) or Section 5.01(b) of the Secured Term Loan Credit Agreement prior to the Closing Date (in the case of the Closing Date, in each case), after giving effect to the Transactions as if they had occurred on such date in the case of the date. Such capitalization table and balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Effective Date and the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, Transactions and present fairly in all material respects the pro forma consolidated financial position capitalization and results balance sheet of operations of Holdings the Designated Company as of such date and for such periods, assuming that the Transactions had occurred at such datesdate.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Administrative Agent Borrower’s unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma EBITDAlevels of Consolidated Cash Flow (“Pro Forma Cash Flow”), for the fiscal year ended January December 31, 20062011, and as Borrower’s unaudited pro forma statement of and income for the latest twelve-month period ending more than 30 days prior to the Closing Datefiscal year ended December 31, 2011, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements statement of income and cash flowsincome. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma consolidated and consolidating balance sheet and related statements of income and cash flows and pro forma EBITDA, EBITDA for the fiscal year twelve-month period ended January 31September 30, 20062005, and as of and for the latest twelve-month period ending more than 30 days prior to the Closing Dateended September 30, 2006, in each case, case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, Transactions and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.