This excerpt taken from the EYE 8-K filed Apr 3, 2007.
6.05 Financial Statements; No Material Adverse Effect.
(a) The Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2004, December 31, 2005 and December 31, 2006, and the related consolidated statements of income or operations, stockholders equity and cash flows for such Fiscal Years of the Borrower and its Subsidiaries, including the notes thereto, and (ii) the audited consolidated balance sheet of the IntraLase Acquired Business for the Fiscal Years ended December 31, 2004, December 31, 2005 and December 31, 2006, and the related consolidated statements of income or operations, stockholders equity and cash flows for such Fiscal Years of the IntraLase Acquired Business, including the notes thereto. Except as set forth in the financial statements provided in the first sentence of this Section 6.05(a), as of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries or the IntraLase Acquired Business of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect. Such financial statements were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein; and (ii) fairly present in all material respects the financial condition of each of the Borrower and its Subsidiaries and the IntraLase Acquired Business (as applicable) as of the date thereof and the results of operations of each of the Borrower and its Subsidiaries and the IntraLase Acquired Business (as applicable) for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(b) The Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated balance sheet and related statement of income, as well as pro forma levels of EBITDA, for the fiscal year ended December 31, 2006, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Borrower and its Subsidiaries as of such date and for such periods, assuming that the Transactions had occurred at such dates.
(c) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lenders prior to the date hereof (such forecasts covering the financial performance of Borrower and its Subsidiaries on an annual basis from 2007 through 2014 and on a quarterly basis through the fourth quarter of Fiscal Year 2007, or such other period as may be agreed by the Bookmanagers) or pursuant to Section 7.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers reasonable estimate of its future financial performance (it being acknowledged that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material manner).
(d) Since December 31, 2006, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.