Proforma Financial Statements. The Borrower has furnished to the Agent a proforma consolidated balance sheet of the Borrower and its Subsidiaries as of immediately after consummation of the PackerWare Merger Transaction and the transactions incident thereto (the "Proforma Balance Sheet") together with proforma financial projections of the Parent for the five-year period subsequent to the PackerWare Merger Transaction (the "Proforma Financial Projections"). A copy of the Proforma Balance Sheet and the Proforma Financial Projections are attached hereto as Exhibits D-1 and D-2, respectively. The Proforma Balance Sheet is correct and complete, has been prepared in accordance with GAAP, and fairly presents the consolidated financial condition of the Borrower and its Subsidiaries as of immediately after consummation of the PackerWare Merger Transaction and the transactions incident thereto. The Proforma Financial Projections represent the best estimate of the future operations of the Parent and are based on reasonable and conservative assumptions, but do not constitute a guaranty of actual performance.
Proforma Financial Statements. The proforma consolidating financial statement of the Borrower and its Subsidiaries delivered to the Agent dated as at December 31, 2001 as set forth in the Proxy Statement - Prospectus of Aristotle dated May 15, 2002 fairly presents the financial condition of the Borrower and its Subsidiaries giving effect to the Merger and Conversion.
Proforma Financial Statements. On or before the Closing Date, the Borrower has furnished to the Lender a proforma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1998 (the "Proforma Balance Sheet"), together with proforma financial projections for the two (2) year period subsequent to the Closing Date(the "Proforma Financial Projections"). The Proforma Balance Sheet is correct and complete in all material respects, and fairly presents in 81 all material respects the proforma consolidated financial condition of the Borrower and its Subsidiaries. The Proforma Financial Projections represent the Borrower's good faith estimate of the future operations of the Borrower as of the date thereof and are based on reasonable assumptions. The Proforma Financial Projections are not a guaranty of future performance.
Proforma Financial Statements. The Borrower has furnished to the Agent a proforma consolidated balance sheet of the Borrower and its Subsidiaries as of immediately after consummation of the Venture Stock Purchase/Merger Transaction and the transactions incident thereto (the "Proforma Balance Sheet") together with proforma financial projections of the Parent for the five-year period subsequent to the Venture Stock Purchase/Merger Transaction (the "Proforma Financial Projections"). A copy of the Proforma Balance Sheet and the Proforma Financial Projections are attached hereto as Exhibits C-1 and C-2, respectively. The Proforma Balance Sheet is correct and complete, has been prepared in accordance with GAAP, and fairly presents the consolidated financial condition of the Borrower and its Subsidiaries as of immediately after consummation of the Venture Stock Purchase/Merger Transaction and the transactions incident thereto. The Proforma Financial Projections represent the best estimate of the future operations of the Parent and are based on reasonable and conservative assumptions, but do not constitute a guaranty of actual performance.
Proforma Financial Statements. 59 4.1.13 Full Disclosure. 59 4.1.14
Proforma Financial Statements. The Obligors have furnished to the Lender a Proforma consolidated balance sheet (the "Proforma Balance Sheet") of the U.S. Borrower and its Subsidiaries as of immediately after consummation of the Purchase Agreement Transaction together with Proforma financial projections for the three (3) year period subsequent to the Purchase Agreement Transaction (the "Proforma Financial Projections"). A copy of the Proforma Balance Sheet and the Proforma Financial Projections are attached hereto as EXHIBIT B-1 and EXHIBIT B-2, respectively. No Obligor makes any representation or warranty regarding the accuracy of the Proforma Balance Sheet and the Proforma Financial Projections or as to whether they will be achieved, except that (a) the Proforma Balance Sheet and the Proforma Financial Projections were (i) prepared in good faith and in a reasonable manner, and (ii) based on assumptions that the Obligors on the date hereof still believe to be reasonable and conservative, and (b) no Obligor has any information as of the date of this Agreement that when taken into account would make the Proforma Balance Sheet and the Proforma Financial Projections materially inaccurate.
Proforma Financial Statements. The Offering Memorandum contains a proforma consolidated and consolidating balance sheet of Holding and its Subsidiaries as of immediately after consummation of the Merger Agreement Transactions and the transactions incident thereto (the "Proforma Balance Sheet"). The Borrower has furnished to the Lender proforma financial projections for the five (5) year period subsequent to the closing of the Merger Agreement Transactions (the "Proforma Financial Projections"). The Proforma Balance Sheet has been prepared substantially in accordance with GAAP, and fairly presents the consolidated financial condition of the Borrower and its Subsidiaries as of immediately after consummation of the Merger Agreement Transactions, this Agreement and the transactions incident thereto. The Proforma Financial Projections represent the Borrower's good faith estimate of the future operations of the Borrower and are based on reasonable and conservative assumptions of the Borrower.
Proforma Financial Statements. Buyer has received true and complete copies of an unaudited statement of net assets of the Business as of December 31, 2012, December 31, 2013 and July 3, 2014, together with a related statement of revenues, costs and expenses of the Business for the fiscal years then ended (the “Proforma Financial Statements”). The Proforma Financial Statements were created specially by Seller in connection with the transactions contemplated hereby. Subject to the foregoing circumstances with respect to their creation and Schedule 3.3, the Proforma Financial Statements (A) have been prepared from the books and records of Seller; (B) present fairly, in all material respects, the financial position and results of operations of the Business for the respective periods then ended; and (C) have been prepared in accordance with GAAP, consistently applied, and Seller’s normal practices for the Business; provided, however, the Proforma Financial Statements are qualified by the fact that the Business has not been operated as a separate “stand-alone” entity and such Proforma Financial Statements do not present the results of operation that would have occurred if the Business had been operated as a “stand-alone” entity and as a result, certain judgments regarding financial allocations have been made as described in the notes accompanying the Proforma Financial Statements; provided further, however, in order to present Proforma Financial Statements for the Business, a number of assumptions regarding the basis of presentation have been made, which are set forth on Schedule 3.3.
Proforma Financial Statements. The Company shall meet the Proforma Financial Statements on a monthly basis; provided, however that a deviation from the Proforma Financial Statements of ten percent (10%) or less will not a breach of this Section 4(r). In the event that the Company does not fulfill this covenant in any month the exercise prices of the Warrants shall automatically reset to $0.005 with no further action on behalf of the Company and/or the Buyer.
Proforma Financial Statements. Domestic Borrower shall have delivered to Administrative Agent the proforma financial statements for Domestic Borrower and its Subsidiaries (including the Surviving Company) together with a certificate of the Chief Financial Officer of Domestic Borrower that the projections therein of their quarterly financial condition, results of operations, and cash flows represent Domestic Borrower's best estimate of their future financial performance for the periods set forth therein, that such projections have been prepared on the basis of the assumptions described in the proforma financial statements, and that such Chief Financial Officer believes such assumptions are fair and reasonable in light of current and reasonably foreseeable business conditions.
