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Pro Forma Financial Statements
Pro Forma Financial Statements contract clause examples

Pro Forma Financial Statements. The Administrative Agent shall have received pro forma consolidated financial statements for the Borrower and its Subsidiaries for the four-quarter period most recently ended prior to the Closing Date for which financial statements are available calculated on a Pro Forma Basis after giving effect to the Transactions, provided that such pro forma financial statements shall be in a form customary for confidential information memoranda for bank facilities of this type and shall not be required to be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended.

Pro Forma Financial Statements; Financial Statements; Projections. The Administrative Agent shall have received # the Pro Forma Financial Statements, and # the financial statements of the Group Members referenced in [Section 4.1(b)].

Pro Forma Financial Statements. The Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least 60 days (or 120 days in case such four-Fiscal Quarter period is the end of the Borrower’s Fiscal Year) prior to the Closing Date, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance 48054934.2

Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

Pro Forma Financial Statements; Financial Projections. The Borrower has delivered to the Administrative Agent # a pro forma consolidated balance sheet of Holdings and its Subsidiaries as of and for the twelve-month period ended September 30, 2016, prepared after giving effect to the transactions contemplated by the Loan Documents and the 2017 Senior Notes as if such transactions had occurred as of such date (in the case of such balance sheet) (the “Pro Forma Balance Sheet”), and # pro forma projections (including a pro forma consolidated balance sheet, statements of income and cash flow and assumptions on which such projections are based) of Holdings and its Subsidiaries (after giving effect to the transactions contemplated by the Loan Documents and the 2017 Senior Notes) for the fiscal years 2016 through 2020 (prepared on a quarterly basis for fiscal years 2016 and 2017 and on an annual basis for fiscal years 2018, 2019 and 2020) (the “Financial Projections” and, together with the Pro Forma Balance Sheet, the “Pro Forma Financial Information”). The Financial Projections represent a reasonable range of possible results in light of the history of the business, present and foreseeable conditions and the intentions of the Borrower’s management. The Financial Projections accurately reflect the liabilities of Holdings and its Subsidiaries upon consummation of the transactions contemplated by the Loan Documents and the 2017 Senior Notes as of the Closing Date. The Pro Forma Financial Information has been prepared in good faith by Holdings, based upon assumptions that are made in good faith at the time made (it being understood that any such Pro Forma Financial Information is subject to uncertainties and contingencies, some of which are beyond Holdings’ control, that no assurance can be given that any particular Pro Forma Financial Information will be realized, and that actual results may differ and that such differences may be material).

Pro Forma Financial Statements; Financial Statements. The Lenders shall have received # the unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended March 31, 2019, prepared giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith, # audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and its Subsidiaries for the 2016, 2017 and 2018 fiscal years (provided that availability of such report on the U.S. Securities and Exchange Commission EDGAR information retrieval system shall satisfy this requirement), # unaudited consolidated balance sheets and related statements of income and stockholders’ equity of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2019 and # statements of cash flows of the Borrower and its Subsidiaries for the three-month period ended on March 31, 2019.

Pro Forma Financial Statements; Financial Statements; Projections. The Administrative Agent shall have received # the Pro Forma Financial Statements, # audited consolidated financial statements of the Parent (or its predecessor) as of December 31, 2012 and December 31, 2013, # unaudited consolidated financial statements of the Parent as of December 31, 2014 and for each fiscal month ended thereafter and at least 15 days before the Closing Date, and # forecasts prepared by management of the Parent, each in form reasonably satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on a monthly basis for each fiscal month during the term of the Revolving Facility.

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received # the audited consolidated balance sheet and related audited consolidated statements of income and cash flows of inVentiv Group Holdings or [[Administrative Borrower:Organization]] US, Inc. (f/k/a inVentiv Health, Inc.), as applicable, as of and for the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016, # the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows of inVentiv Group Holdings as of and for the fiscal quarter ended March 31, 2017, # the audited consolidated balance sheet and related audited consolidated statements of income or operations and cash flows of INC Holdings as of and for the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016, # the unaudited consolidated balance sheet and related unaudited consolidated statements of income or operations and cash flows of INC Holdings as of and for the fiscal quarter ended March 31, 2017 and # a copy of the Proxy Statement (as defined in the Merger Agreement) initially filed with the SEC in connection with the Closing Date Merger.

Pro Forma Financial Statements. The Administrative Agent shall have received a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the Closing Date, prepared in accordance with GAAP and giving pro forma effect to the Transactions.

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