The Projections. Section 4.1.5.4. The pro forma financial statements of the Borrower as of the Closing Date provided pursuant to Section 3.1.1.12.
The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of the Seller. The Audited Financial Statements were prepared in accordance with GAAP, and fairly and accurately present the financial situation and condition of the Seller as at the dates and for the periods indicated. Without limiting the foregoing, at the date of the Seller Balance Sheet, the Seller owned each of the assets specified on the Seller Balance Sheet, and the valuation of such assets in the Seller Balance Sheet is not more than their fair saleable value (on an item-by-item basis) at that date; and the Seller had no Liabilities, other than those specified in the Seller Balance Sheet, nor any Liabilities in amounts in excess of the amounts included for them in the Seller Balance Sheet. The Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the Audited Financial Statements, and fairly present the financial situation and condition of the Seller as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material. The Projections reasonably anticipate the results of operations that the Seller expects it will achieve, absent the occurrence of extraordinary events or unusual conditions of which the Seller is not presently on notice. From the date of this Agreement through the Closing Date the Seller will continue to prepare financial statements on the same basis that it has done so in the past, will promptly deliver the same to the Purchaser, and the foregoing representations will be applicable to each financial statement so prepared and delivered.
The Projections. SECTION 4.1.5.4. The pro forma balance sheet of the Borrower as of the Closing Date provided pursuant to SECTION 3.1.1.12.
The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of ESI and EHGI. The Unaudited Financial Statements were prepared in accordance with GAAP (as qualified in Section 1.48 above). Without limiting the foregoing, as of the Acquired Business Balance Sheet, EHGI owned each of the assets included in preparation of the Acquired Business Balance Sheet, and the valuation of such assets in the Acquired Business Balance Sheet is consistent with GAAP (as qualified in Section 1.48 above); and EHGI had no Liabilities required to be included in the Acquired Business Balance Sheet in accordance with GAAP (as qualified in Section 1.48 above) for which the Acquired Business or any part of the Acquired Assets is responsible or liable, other than those included in the Acquired Business Balance Sheet, nor any Liabilities required to be included in the Acquired Business Balance Sheet in accordance with GAAP (as qualified in Section 1.48 above) in amounts in excess of the amounts included for them in the Acquired Business Balance Sheet. The Purchaser acknowledges that projections of future economic performance are necessarily unreliable and subject to the occurrence or nonoccurrence of a variety of events, but ESI and EHGI represent that the Projections have been prepared on the basis of assumptions that are, in the judgment of ESI and EHGI, reasonable in all respects and are not, to the knowledge of ESI or EHGI, contrary in any material respect to fact or to events that have occurred or are presently in existence. From the date hereof through the Closing Date ESI and EHGI will continue to prepare financial statements for the Acquired Business on the same basis that they have done so in the past, will promptly deliver the same to the Purchaser, and agree that from and after such delivery the foregoing representations will be applicable to each financial statement so prepared and delivered.
The Projections. The financial statements referred to in clause (a) above have been prepared in accordance with GAAP and fairly present the financial condition of the Company and its Subsidiaries at the dates thereof and the results of their operations for the periods covered thereby. Except as set forth in Exhibit 4.4 or the Material Contracts, neither the Company nor any of its Subsidiaries has any material liabilities, contingent or otherwise, which are not referred to in the Balance Sheet. The Projections were based on (i) assumptions and accounting methods consistent with the historical financial statements described in paragraph (a) above and (ii) the financings contemplated hereby. To the best knowledge of the Company the Projections constitute a reasonable basis for assessing the future performance of the Company and its Subsidiaries, but no representation or warranty is made that the Company and its Subsidiaries can actually achieve the results set forth in the Projections.
The Projections. (c) The pro forma financial statements of the Borrower as of the Closing Date provided pursuant to Section 3.1(l). ------------- Each of the financial statements referred to above in Section 4.5(a) was prepared in accordance with GAAP (subject, in the case of interim statements, to the absence of footnotes and normal year-end adjustments) applied on a consistent basis, except as stated therein. To the best of the Borrower's knowledge, each of the financial statements referred to above in Sections 4.5(a) and 4.5(c) fairly presents the financial condition or pro forma financial condition, as the case may be, of the Person being reported on at such dates and is complete and correct in all material respects and no Material Adverse Effect has occurred since the date thereof. The Projections were prepared by the Borrower in good faith.
The Projections. 2.2 The undersigned has made inquiries of certain other officers and personnel of the Borrower with responsibility for financial and accounting matters regarding whether the unaudited financial statements described in paragraph 2.1(d) above and the Pro Forma Balance Sheet are in conformity with Generally Accepted Accounting Principles applied on a basis substantially consistent with that of the audited financial statements described in paragraph 2.1(c) above, and whether notes omitted from the unaudited consolidated financial statements and the Pro Forma Balance Sheet would have disclosed any new information that would be necessary to make such materials not misleading.
The Projections. Section 4.1.5.3. The pro forma financial statements of the Borrower as of the Closing Date provided pursuant to SECTION 3.1.1.12. Each of the financial statements referred to above in SECTIONS 4.1.5.1 and 4 1.5.1(A) was prepared in all material respects in accordance with GAAP (subject, in the case of interim statements, to the absence of footnotes and normal year-end adjustments) applied on a consistent basis, except as stated therein. To the best of the Borrower's knowledge, each of the financial statements referred to above in SECTIONS 4.1.5.1 and 4.1.5.3 fairly presents in all material respects the financial condition or pro forma financial condition, as the case may be, of the Person being reported on at such dates and is complete and correct in all material respects and no Material Adverse Effect has occurred since the date thereof The Projections were prepared by the Borrower in good faith, it being recognized that projections as to future results are not assertions of fact and that actual results for the periods cited therein may differ from the results projected therein.
The Projections. Each of the financial statements referred to above in Section 4.1.5.1 was prepared in accordance with GAAP (subject, in the case of interim statements, to the absence of footnotes and normal year-end adjustments) applied on a consistent basis, except as stated therein. To the best of the Borrower's knowledge, each of the financial statements referred to above in Section 4.1.5.1 fairly presents the financial condition of the Person being reported on at such dates and is complete and correct in all material respects and no Material Adverse Effect has occurred since the date thereof. The Projections were prepared by the Borrower in good faith.
The Projections. The projections, dated June 30, 1997, copies of --------------- which have been furnished to each Lender, have been prepared on the basis of the assumptions set forth therein, which are believed by the Borrower to be reasonable and fair in the light of current conditions and the past history of the Target and its Subsidiaries and to reflect a reasonable estimate of the projected balance sheets, results of operations, cash flows and other information presented therein.
