Common use of Cash Statement Clause in Contracts

Cash Statement. 4.1 As soon as reasonably practicable, and in any event no later than 10 Business Days after the Completion Date, the Buyer shall prepare and deliver to the Sellers a draft statement (the Cash Statement) showing the amount of the Cash at Bank (the Cash Balance). The Cash Statement shall be accompanied by all necessary supporting documentation and the Buyer shall promptly provide the Sellers with access to such further documentation and information as the Sellers may reasonably require for the purpose of reviewing and agreeing the Cash Statement. 4.2 FOR THE AVOIDANCE OF DOUBT in accordance with clause 10.4 the parties hereby agree that any sums owing by the Company to either Seller shall, following Completion, be waived by the Sellers and the Company shall have no obligation whatsoever to repay such sums. 4.3 The Buyer and the Sellers shall endeavour to agree the Cash Statement within 10 Business Days of receipt of the same by the Sellers. If the Cash Statement is not agreed within 10 Business Days of receipt of the same by the Sellers, either party may refer the matter to an independent accountant (the Independent Accountant) for determination. If the parties fail to agree who to appoint as the Independent Accountant within 5 Business Days, either party may apply to the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint the Independent Accountant. The Independent Accountant shall act as an expert not as an arbitrator. The Cash Statement (as adjusted in accordance with the Independent Accountant’s determination) shall (in the absence of fraud or manifest error) be binding on the parties. The reasonable fees of the Independent Accountant shall be borne equally by the Buyer and the Sellers. 4.4 If the Cash Balance as shown in the Cash Statement agreed, or determined pursuant to clause 4.4: 4.4.1 exceeds the Target Cash Amount (Cash Amount Excess), the Consideration shall be increased by an amount equal to the Cash Amount Excess and the Buyer shall pay the Cash Amount Excess to the Sellers in accordance with clause 4.5, below; or 4.4.2 if the Cash Balance is less than the Target Cash Amount (Cash Amount Shortfall), the Consideration shall be reduced by an amount equal to the Cash Amount Shortfall and the Sellers shall pay the Cash Amount Shortfall to the Buyer in accordance with clause 4.6, below; or 4.4.3 if the Cash Balance is equal to the Target Cash Amount, no further payment shall be due from the Sellers to the Buyer or the Buyer to the Sellers pursuant to this clause 4. 4.5 Any payments to be made by the Buyer to the Sellers pursuant to clause 4.4 shall be paid within 10 Business Days of the date on which the Cash Statement is determined in accordance with this clause 4 (Adjustment Payment Date) by way of electronic transfer to the Sellers’ Account. 4.6 Any payments to be made by the Sellers to the Buyer pursuant to clause 4.4 shall be paid on the Adjustment Payment Date by way of electronic transfer, to the Buyer, to such account which the Buyer shall have notified to the Sellers at least five Business Days before the Adjustment Payment Date.