Packing List and Pro Forma Invoice. In all cases, Seller must provide to Buyer, a packing list containing all information specified in [Section 19] below and a commercial or pro forma invoice. The commercial/pro forma invoice shall be in English or if requested by Buyer, the language of the destination country and shall include: contact names and telephone numbers of representatives of Buyer and Seller who have knowledge of the transaction; Buyers order number, order line item, release number (in the case of a blanket order) and part number; detailed description of the merchandise; unit purchase price in the currency of the transaction; quantity; INCOTERM; the named location; country of origin of the goods as determined under applicable customs laws, and the appropriate export classification code for each item as determined by the law of the exporting country (for example, for exports from the U.S., Seller shall provide the U.S. Commerce Departments Export Control Classification Number).
“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect”: with respect to compliance with any test, financial ratio, or covenant hereunder, the determination of such calculation, test, financial ratio or covenant is made in accordance with [Section 1.3], including with respect to any Specified Transactions.
SECTION # Pro Forma Calculations; Limited Condition Acquisitions; Basket and Ratio Compliance.
§11.3 Pro Forma Compliance. After giving effect to such requested Loan, the Borrower would remain in pro forma compliance with the financial covenants set forth in §9.
The consolidated balance sheet of the Borrower and its Subsidiaries as at and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Loans, all in accordance with GAAP.
Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that # after giving effect to the Transactions, the Credit Parties and each of their Subsidiaries are, on a Consolidated basis, Solvent, # the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of the Borrower and its Subsidiaries and # attached thereto is a calculation of the Applicable Margin.
“Pro Forma Financial Statements” has the meaning assigned to such term in [Section 3.04(c)].
the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in [Section 7.11];
immediately after giving effect to such purchase, investment or other acquisition, the Group Members shall be in pro forma compliance with each of the covenants set forth in [Section 7.1] and # the pro forma Consolidated Total Net Leverage Ratio shall not exceed the ratio that is 0.25x less than the applicable covenant level, in each case, as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder (which shall be calculated in accordance with [Section 1.4] in the case of a Limited Condition Acquisition);
The unaudited pro forma financial information and related notes contained in the Time of Sale Document and the Final Offering Memorandum under the captions SummarySummary Historical Condensed Consolidated Financial Data and Unaudited Pro Forma Condensed Consolidated Financial Data and Unaudited Pro Forma Condensed Combined Financial Information have been prepared in accordance with the requirements of Regulation S-X, have been properly presented on the bases described therein and give effect to assumptions used in the preparation thereof on a reasonable basis and in good faith, and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.