Common use of Completion Account Clause in Contracts

Completion Account. (a) On the Closing Date, the Capital Budget Subaccount shall be funded with monies transferred pursuant to Section 5.18(a)(iii) of the Indenture. Such monies shall be applied to the payment, or reimbursement to the extent the same have been paid or satisfied by the Company, of Project Costs in accordance with the Capital Budget. (b) The Company shall deposit the proceeds of any Debt authorized by Section 5.17 of the Indenture and Section 4.17 of the IDB Lease Agreement, and by any comparable provision of the Working Capital Facility, for (i) Optional Modifications into the Optional Modifications Subaccount and (ii) Required Modifications into the Required Modifications Subaccount. Such monies shall be applied to the payment, or reimbursement to the extent the same have been paid or satisfied by the Company, of costs incurred in connection with Optional Modifications or Required Modifications (as the case may be) in accordance with a budget prepared by the Company and approved by the Independent Engineer and delivered to the Collateral Agent. Such budget shall identify all costs reasonably anticipated to be incurred in connection with the Optional Modifications or the Required Modifications (as the case may be) and shall include a progress payment schedule for the projected requisitions to be made from the Optional Modifications Subaccount with respect to such Optional Modifications or the Required Modifications Subaccount with respect to such Required Modifications (as the case may be). (c) The Collateral Agent shall transfer monies from the applicable subaccount of the Completion Account upon receipt of an Officer's Certificate of the Company (together with an Independent Engineer's Confirmation as to clauses (i) through (iv) below) specifying (i) the amount to be disbursed from such subaccount (including reasonable supporting documentation, if available), (ii) that such amounts have been, or within the immediately succeeding forty-five (45) days are expected to be, used for (A) in the case of Section 3.9(a), Project Costs, which do not exceed the aggregate amount of the Capital Budget, less any amounts that previously have been transferred pursuant to this clause (ii) and (B) in the case of Section 3.9(b), costs incurred in connection with Optional Modifications or Required Modifications (as the case may be), (iii) the item for which payment is requested has not been the basis for a prior requisition from any Account that has been paid or with respect to which a request for payment is still pending, (iv) the Person or Persons to whom such monies shall be transferred (including appropriate account information) and (v) no Event of Default under the Indenture, the Tax-Exempt Indenture or the Working Capital Facility has occurred and is continuing. The Company shall provide the Collateral Agent with written notice when full payment of the Project Costs or costs incurred in connection with Optional Modifications or Required Modifications (as the case may be) for which monies were held in the applicable subaccount of the Completion Account has occurred, whereupon the Collateral Agent shall, within seven (7) days of receipt of such notice, transfer any monies remaining in such subaccount to the Revenue Account.

Completion Account. 2.1 The Purchaser shall as soon as reasonably practicable and in any event within sixty (a60) On days after Completion prepare or procure the Closing Date, preparation of accounts for the Capital Budget Subaccount shall be funded with monies transferred pursuant to Section 5.18(a)(iii) of the Indenture. Such monies shall be applied to the payment, or reimbursement to the extent the same have been paid or satisfied by the Company, of Project Costs Company in accordance with the Capital Budgetprovisions of this Schedule for the period from 1 April 2006 to the Completion Accounts Date. The Vendors shall supply promptly all such information and provide access to all such records and personnel as the Purchaser shall reasonably require for this purpose. 2.2 The Completion Accounts shall be prepared by the Purchaser in accordance with Accounting Practice and (bsubject thereto) The Company shall deposit and on the proceeds of any Debt authorized by Section 5.17 basis of the Indenture same accounting principles, policies and Section 4.17 bases used in the preparation of the IDB Lease Agreement, and by any comparable provision of the Working Capital Facility, for Audited Accounts (i) Optional Modifications into the Optional Modifications Subaccount and (ii) Required Modifications into the Required Modifications Subaccount. Such monies shall be applied to the payment, or reimbursement to the extent that the same are consistent with Accounting Practice) but subject to the requirements of Paragraph 2.3 in the format set out in Part 2 of this Schedule 7. 2.3 In preparing the Completion Accounts: 2.3.1 no value shall be attributed to goodwill or any other intangible asset; 2.3.2 an inventory of fixed assets will be taken and such fixed assets shall be included at the value at which they were included in the Audited Accounts (or if acquired after the Balance Sheet Date their cost) subject to depreciation on a pro rata basis at the rates used in the Audited Accounts and in each case less provisions for damage or impairment on the same basis used in preparing the Audited Accounts; 2.3.3 stock (not including stocks held by the Company under any Consignment Stock Agreement which shall not be included in the Completion Accounts) shall be determined on the same basis as used in the Audited Accounts and provision will be made for unuseable unsaleable slow moving or deteriorated stock; 2.3.4 no value shall be attributed to any asset (including in particular any pre payment or debt) except to the extent that following Completion the Company will have been the benefit of the same; 2.3.5 full provision shall be made for rebate or discount that will fall due and fees and commissions that will become payable after the Completion Accounts Date in either case in respect of sales or other transactions that took place before the Completion Accounts Date; 2.3.6 full provision shall be made in respect of all bonuses and other payments in favour of the directors or employees or former directors or employees other than a bonus of £117,000 paid or satisfied payable to Alison ▇▇▇▇ ▇▇▇▇▇ on or around the date of this Agreement together with employer’s NIC thereon; 2.3.7 full provision shall be made for any debts due in the ordinary course of trading outstanding and uncollected at the Completion Accounts Date for a period of more than 120 days past the due date and still outstanding at the time that the final draft of the Completion Accounts are delivered to the Vendors pursuant to Paragraph 3.1 of this Part 1 of Schedule 7 and proper provision or reserve shall be made for all other bad or doubtful debts; 2.3.8 no provision shall be made for any matter which is the subject of and is covered by the CompanyIndemnities; 2.3.9 no provision shall be made for the costs of reinstatement or making good dilapidations to the Properties; 2.3.10 no provision shall be made for corporation tax; 2.3.11 full provisions shall be made for any declared but unpaid dividends; 2.3.12 No value shall be attributed to work in progress 2.3.13 full provision shall be made for the stamp duty land tax payable in respect of the lease of the premises of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, notwithstanding that such lease completed after the Completion Accounts Date 2.4 The Purchaser shall procure the preparation of costs incurred completion accounts in connection with Optional Modifications or Required Modifications (as the case may be) relation to Studios in accordance with a budget prepared by the Company and approved by the Independent Engineer and delivered to the Collateral Agent. Such budget shall identify all costs reasonably anticipated to be incurred in connection with the Optional Modifications or the Required Modifications (as the case may be) and shall include a progress payment schedule for the projected requisitions to be made from the Optional Modifications Subaccount with respect to such Optional Modifications or the Required Modifications Subaccount with respect to such Required Modifications (as the case may be). (c) The Collateral Agent shall transfer monies from the applicable subaccount Schedule 7 of the Completion Account upon receipt of an Officer's Certificate of the Company (together with an Independent Engineer's Confirmation as to clauses (i) through (iv) below) specifying (i) the amount to be disbursed from such subaccount (including reasonable supporting documentation, if available), (ii) that such amounts have been, or within the immediately succeeding forty-five (45) days are expected to be, used for (A) in the case of Section 3.9(a), Project Costs, which do not exceed the aggregate amount of the Capital Budget, less any amounts that previously have been transferred pursuant to this clause (ii) and (B) in the case of Section 3.9(b), costs incurred in connection with Optional Modifications or Required Modifications (as the case may be), (iii) the item for which payment is requested has not been the basis for a prior requisition from any Account that has been paid or with respect to which a request for payment is still pending, (iv) the Person or Persons to whom such monies shall be transferred (including appropriate account information) and (v) no Event of Default under the Indenture, the Tax-Exempt Indenture or the Working Capital Facility has occurred and is continuing. The Company shall provide the Collateral Agent with written notice when full payment of the Project Costs or costs incurred in connection with Optional Modifications or Required Modifications (as the case may be) for which monies were held in the applicable subaccount of the Completion Account has occurred, whereupon the Collateral Agent shall, within seven (7) days of receipt of such notice, transfer any monies remaining in such subaccount to the Revenue AccountStudios Agreement.

Completion Account. 2.1 The Purchaser shall as soon as reasonably practicable and in any event within sixty (a60) On days after Completion prepare or procure the Closing Date, preparation of accounts for the Capital Budget Subaccount shall be funded with monies transferred pursuant to Section 5.18(a)(iii) of the Indenture. Such monies shall be applied to the payment, or reimbursement to the extent the same have been paid or satisfied by the Company, of Project Costs Company in accordance with the Capital Budgetprovisions of this Schedule for the period from 1 April 2006 to the Completion Accounts Date. The Vendors shall supply promptly all such information and provide access to all such records and personnel as the Purchaser shall reasonably require for this purpose. 2.2 The Completion Accounts shall be prepared by the Purchaser in accordance with Accounting Practice and (bsubject thereto) The Company shall deposit and on the proceeds of any Debt authorized by Section 5.17 basis of the Indenture same accounting principles, policies and Section 4.17 bases used in the preparation of the IDB Lease Agreement, and by any comparable provision of the Working Capital Facility, for Audited Accounts (i) Optional Modifications into the Optional Modifications Subaccount and (ii) Required Modifications into the Required Modifications Subaccount. Such monies shall be applied to the payment, or reimbursement to the extent that the same have been paid or satisfied by the Company, of costs incurred in connection are consistent with Optional Modifications or Required Modifications (as the case may beAccounting Practice) in accordance with a budget prepared by the Company and approved by the Independent Engineer and delivered but subject to the Collateral Agent. Such budget shall identify all costs reasonably anticipated to be incurred requirements of Paragraph 2.3 in connection with the Optional Modifications or the Required Modifications (as the case may be) and shall include a progress payment schedule for the projected requisitions to be made from the Optional Modifications Subaccount with respect to such Optional Modifications or the Required Modifications Subaccount with respect to such Required Modifications (as the case may be)format set out in Part 2 of this Schedule 7. (c) The Collateral Agent shall transfer monies from the applicable subaccount of 2.3 In preparing the Completion Account upon receipt Accounts: 2.3.1 no value shall be attributed to goodwill or any other intangible asset; 2.3.2 an inventory of an Officer's Certificate of fixed assets will be taken and such fixed assets shall be included at the Company value at which they were included in the Audited Accounts (together with an Independent Engineer's Confirmation as to clauses (i) through (iv) below) specifying (i) the amount to be disbursed from such subaccount (including reasonable supporting documentation, or if available), (ii) that such amounts have been, acquired or within the immediately succeeding forty-five (45) days are expected to be, used for (A) capitalised in the case of Section 3.9(a), Project Costs, the MAPS software development costs after the Balance Sheet Date their cost) subject to depreciation on a pro rata basis at the rates used in the Audited Accounts and in each case less provisions for damage or impairment on the same basis used in preparing the Audited Accounts; 2.3.3 stock (not including stocks held by the Company under any Consignment Stock Agreement which do shall not exceed be included in the aggregate amount Completion Accounts) shall be determined on the same basis as used in the Audited Accounts and provision will be made for unuseable unsaleable slow moving or deteriorated stock; 2.3.4 no value shall be attributed to any asset (including in particular any pre payment or debt) except to the extent that following Completion the Company will have the benefit of the Capital Budget, less same; 2.3.5 full provision shall be made for rebate or discount that will fall due and fees and commissions that will become payable after the Completion Accounts Date in either case in respect of sales or other transactions that took place before the Completion Accounts Date; 2.3.6 full provision shall be made in respect of all bonuses and other payments in favour of the directors or employees or former directors or employees; 2.3.7 full provision shall be made for any amounts that previously have been transferred pursuant to this clause (ii) and (B) debts due in the case ordinary course of Section 3.9(b), costs incurred in connection with Optional Modifications or Required Modifications (as trading outstanding and uncollected at the case may be), (iii) the item for which payment is requested has not been the basis Completion Accounts Date for a prior requisition from any Account period of more than 120 days past the due date and still outstanding at the time that has been paid or with respect to which a request for payment is still pending, (iv) the Person or Persons to whom such monies shall be transferred (including appropriate account information) and (v) no Event of Default under the Indenture, the Tax-Exempt Indenture or the Working Capital Facility has occurred and is continuing. The Company shall provide the Collateral Agent with written notice when full payment of the Project Costs or costs incurred in connection with Optional Modifications or Required Modifications (as the case may be) for which monies were held in the applicable subaccount final draft of the Completion Account has occurred, whereupon the Collateral Agent shall, within seven (7) days of receipt of such notice, transfer any monies remaining in such subaccount Accounts is delivered to the Revenue AccountVendors pursuant to Paragraph 3.1 of this Part 1 of Schedule 7 and proper provision or reserve shall be made for all other bad or doubtful debts; 2.3.8 no provision shall be made for any matter which is the subject of and is covered by the Indemnities; 2.3.9 no provision shall be made for the costs of reinstatement or making good dilapidations to the Properties; 2.3.10 no provision shall be made for corporation tax; 2.3.11 for the avoidance of doubt all monies and obligations of the Company to ▇▇▇▇▇▇▇ Factors Limited shall be included as a liability in the Completion Accounts; 2.3.12 full provisions shall be made for any declared but unpaid dividends; 2.3.13 Work in progress shall be valued in accordance with UKGAAP. 2.4 The Purchaser shall procure the preparation of completion accounts in relation to Thames in accordance with Schedule 7 of the Thames Agreement.