Audiovox 2012 Annual Report Download - page 237

 
(a) (i) The audited Consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended
2009, 2010 and 2011 and of the Acquired Company and its Subsidiaries for the fiscal years ended 2009, 2010 and 2011, together
with the related Consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates
(and, with respect to the Acquired Company, together with a quality of earnings report prepared by Grant Thornton LLP),
(ii) the unaudited Consolidated financial statements of the Company and its Subsidiaries and of the Acquired Company and its
Subsidiaries for the year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the
Closing Date, together with the related Consolidated of income or operations, equity and cash flows for the year-to-date period
ending on such date and (iii) proformaconsolidated financial statements for the Company and its Subsidiaries for the four-
quarter period most recently ended prior to the Closing Date for which financial statements are available giving pro forma effect
to the Transactions (it being understood that the Company will endeavor to prepare such financial statements in accordance with
Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such
Securities Act) (iv) a pro forma balance sheet of theCompany and its Subsidiaries as of the last day of the quarter that ended at
least twenty (20) days prior to the Closing Date giving pro formaeffect to the Transactions as if the Transactions had occurred as
of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements):
(A) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein;
(B) fairly present the financial condition of the Company and its Subsidiaries, as applicable, as of the
date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and
results of operations for the period covered thereby; and
(C) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its
Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and
contingent obligations.
(b) The five-year projections of the Credit Parties and their Subsidiaries (prepared quarterly for the first year
following the Closing Date and annually thereafter for the term of this Agreement) delivered to the Lenders on or prior to the
Closing Date have been prepared in good faith based upon reasonable assumptions.
84