Completion Accounts Clause Samples
The Completion Accounts clause sets out the process for preparing and agreeing on financial statements as of the completion date of a transaction, typically in mergers and acquisitions. It details how the buyer and seller will determine the final purchase price adjustments based on the actual financial position of the target company at closing, often involving the calculation of net assets, working capital, or debt levels. This clause ensures that both parties have a clear, objective method for resolving any discrepancies between estimated and actual financial figures, thereby reducing the risk of disputes and ensuring a fair final settlement.
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Completion Accounts. 7.1 The Buyer shall procure that the Group prepares drafts of the Completion Accounts and the Statement in the format set out in schedule 6 (the “Statement”), on the basis of the accounting policies and procedures set out in schedule 7 and delivers them to the Seller within 75 days of Completion.
7.2 The Seller shall notify the Buyer in writing within 45 days of receipt of such draft Completion Accounts and the Statement whether or not it accepts the draft Completion Accounts and Statement for the purposes of this Agreement.
7.3 If the Seller notifies the Buyer that it does not accept such draft Completion Accounts and Statement:
(a) it shall, at the same time as it notifies the Buyer that it does not accept such draft Completion Accounts and Statement, set out in such notice in writing its reasons in reasonable detail for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Accounts and the Statement in order to comply with the requirements of this Agreement; and
(b) the parties shall use reasonable endeavours to:
(i) discuss the objections of the Seller; and
(ii) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and the Statement in each case, within 20 Business Days of the Seller’s notice of non-acceptance pursuant to clause 7.2 (or such other time as the parties may agree in writing).
7.4 If the Seller is satisfied with the draft Completion Accounts and the Statement (either as originally submitted or after adjustments agreed between the Seller and the Buyer) or if the Seller fails to notify the Buyer of its non-acceptance of the draft Completion Accounts and the Statement within the 45 day period referred to in clause 7.2, then the draft Completion Accounts and the Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Statement for the purposes of this Agreement.
7.5 If the Seller and the Buyer do not reach agreement within the 20 Business Day period referred to in clause 7.3(b) (or such other time as the parties may agree in writing) then the matters in dispute and in respect of which reasonable details have been provided by the Seller to the Buyer at the time that it notified the Buyer that it does not accept the Completion Accounts and the Statement in accordance with clause 7.3(a) (and only those) shall be referred for determination by an expert to be agreed by the Seller and the Buyer, and fa...
Completion Accounts. 4.5.1 The Parties shall procure that the Completion Accounts and the Net Working Capital Statement are prepared and agreed or determined (as the case may be) in accordance with Schedule 9.
4.5.2 Following agreement or determination of the Completion Accounts and the Net Working Capital Statement, if the amount of the Completion Working Capital:
(a) exceeds the sum of €471,000, the Buyer shall pay to the Sellers on or before the Adjustment Date an amount equal to the excess; or
(b) is less than the sum of €371,000, the Sellers shall pay to the Buyer on or before the Adjustment Date an amount equal to the shortfall, together the “Net Working Capital Adjustment”.
4.5.3 An example of the calculation of the Completion Net Assets, for illustrative purposes only, is attached at Schedule 10.
4.5.4 Following agreement or determination of the Completion Accounts, the Actual Cash and Cash Equivalents as contained in the Completion Accounts shall be added to the Net Working Capital Adjustment and paid to the Sellers in accordance with Clause 4.5.5 on or before the Adjustment Date.
4.5.5 Any payment due to the Sellers under Clause 4.5.2(a) and 4.7.4, shall be made by electronic funds transfer to the Sellers’ Solicitor Account and any payment due to the Buyer under Clause 4.5.2(b) shall be made to a bank account notified by the Buyer to the Sellers.
Completion Accounts. As at the Completion Accounts Date, the Company will have no liabilities known, actual or contingent (including contingent liabilities) which are not disclosed, noted or provided for in the Completion Accounts or included for the computation of the Net Amount in accordance with Clause 3.03.
Completion Accounts. 11 7. Adjustment of Consideration and Payment of Retained Consideration..................................12 8.
Completion Accounts. The Completion Accounts shall be prepared in accordance with accounting principles and financial reporting standards stipulated under PRC laws and regulations, and shall be prepared on the same basis as the 2003 Audited Financial Statements, except as described in this Schedule. The Completion Accounts will comprise a consolidated balance sheet as at the Completion Accounts Date, and a consolidated profit and loss account for the period from the 2003 Audited Financial Statements Date until the Completion Accounts Date. All connected inter-company transactions and unrealized profits shall be eliminated from the consolidated financial statements. The Completion Accounts will be prepared on the accruals basis and going concern basis. A full inventory of all fixed assets will be made as part of the Completion Accounts process. Items shown in the ledgers which do not physically exist will be fully written off. If the Company can evidence its ownership of items which exist but which are not recorded on the ledgers then those items should be recognised at their depreciated net book value, taking into account the actual date of purchase and subject to review and verification of legal titles therefor. Fixed assets should be shown at their cost or valuation less depreciation. An assessment will be made of whether the valuation of any individual asset is impaired as at the Completion Accounts Date. If there is an indication that the value of an asset has been impaired, then it should be written down to its recoverable amount, being the higher of its value in use and its net selling price. Any encumbrance over any of the fixed assets will be fully disclosed. The cost of construction in progress incurred as at the Completion Accounts Date will be fully accrued. All projects which have been completed (as evidenced by the assets being put into use) shall be classified as "fixed assets" and depreciated from the date they were put into use. All commitments outstanding under contracts in progress will be fully disclosed. Any encumbrance over amounts recorded as "construction in progress" will be fully disclosed. Ownership of all intangible assets will be evidenced by documentation. Land Use Rights will be stated at their cost less amortisation (the amortisation period being the duration of the land use right). The value of other intangible assets will be tested for impairment using the same method as for fixed assets. Cash will be evidenced by bank statements, which will be...
Completion Accounts. 1.1 The Completion Accounts shall consist of:
1.1.1 a Working Capital statement as at the Completion Accounts Date (the Working Capital Statement) which shall be prepared in the format shown in the Pro-Forma Working Capital Statement set out in part 3 of this schedule;
1.1.2 a Net Indebtedness statement as at the Completion Accounts Date (the Net Indebtedness Statement) which shall be prepared in the format shown in the Pro-Forma Net Indebtedness Statement set out in part 4 of this schedule; and
Completion Accounts. (a) The Parties shall engage the Independent Accountant to initiate the review of the Estimated Net Debt Amount, the Estimated Working Capital Amount and the Estimated Working Capital Adjustment Amount and the resulting calculation of the Estimated Closing Payment pursuant to Section 2.3 within ten (10) calendar days after the Closing Date, and procure the Independent Accountant to issue the draft Completion Accounts within sixty (60) days after the Closing, together with a description of the methodology used in preparation of the Completion Accounts. The Parties shall procure the Company to fully cooperate with the Independent Accountant in preparing the Completion Accounts, in particular, by fully providing all information necessary for the preparation of the Completion Accounts to the Independent Accountant during normal working hours. For purpose of this Section 2.5:
Completion Accounts. 7.1 To determine the Final Consideration, the Parties shall follow the procedure set forth in Schedule 8 (Completion Accounts).
7.2 If the Final Consideration determined in accordance with this Clause 7:
(a) exceeds the Estimated Consideration, then the Purchaser shall pay the difference between the Final Consideration and the Estimated Consideration to AWI; or
(b) is less than the Estimated Consideration, then AWI shall pay the difference between the Final Consideration and the Estimated Consideration to the Purchaser (in each case, a “Consideration Adjustment” and the relevant payments each a “Consideration Adjustment Payment”).
7.3 The Consideration Adjustment Payment pursuant to Clause 7.2 shall be made by the relevant Party within ten (10) Business Days after the Completion Accounts and the Adjustment Statement have become binding on the Parties in accordance with Schedule 8 (Completion Accounts). The Consideration Adjustment Payment shall be paid in dollars in immediately available funds to such account as the recipient shall specify in writing for the purpose.
7.4 Any Consideration Adjustment amount shall accrue interest from the Completion Date until and including the due date pursuant to Clause 7.3, calculated in accordance with Clause 26.
Completion Accounts. 8.1 After Completion the Seller shall (at its cost) ensure that the Seller's Accountants prepare a consolidated profit and loss account of the Group for the period starting on the day after the Balance Sheet Date and ending on the date of Completion and a consolidated balance sheet of the Group and of the business as at the date of Completion and all attached notes.
8.2 The profit and loss account, the balance sheet and notes referred to in clause 8.1 shall be prepared on bases consistent with the 1998 Accounts using the same accounting principles, policies and practices, and in accordance with the law and applicable Accounting Standards, principles and practices generally accepted in the United Kingdom (and where appropriate) the Republic of Ireland as if they were (in the case of the Company Accounts) accounts required to be prepared under the Act and (where appropriate) the Irish Companies Act and (in the case of the Partnership Accounts) accounts of a partnership trading in the United Kingdom. In preparing the profit and loss account, balance sheet and notes, no account is to be taken of an event taking place after Completion and regard is only to be had to information available to the parties as at Completion. No revaluation of an asset of a Group Company or of the Northern Ireland Business made since the Balance Sheet Date is to be reflected in the balance sheet.
Completion Accounts. The Buyer shall have no claim against the Seller under this agreement for damages for breach of Warranty to the extent of any provision in respect of such damages in the Completion Accounts.