PREPARATION OF THE COMPLETION STATEMENT Clause Samples

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PREPARATION OF THE COMPLETION STATEMENT. 1. The Purchaser shall, or shall procure that the Purchaser’s accountants shall, after Completion prepare a draft statement (the Completion Statement) showing the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 (Form of Completion Statement). The Purchaser shall deliver the draft Completion Statement to the Sellers within 45 Business Days after Completion. 2. The Sellers shall notify the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept the draft Completion Statement for the purposes of this agreement. An Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) which, in the Sellers’ opinion, should be made to the draft Completion Statement in order for it to comply with the requirements of this agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the draft Completion Statement in full. 3. If the Sellers serve an Objection Notice in accordance with paragraph 2, the Purchaser and the Sellers shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to the draft Completion Statement, in each case within 10 Business Days after receipt by the Purchaser of the Objection Notice. 4. If the Sellers are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers and the Purchaser pursuant to paragraph 3) or if the Sellers fail to give a valid Objection Notice within the 20 Business Day period referred to in paragraph 2, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this agreement. 5. If the Sellers and the Purchaser do not reach agreement within 10 Business Days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by such independent firm of chartered accountants of international standing as the Sellers and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institut...
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PREPARATION OF THE COMPLETION STATEMENT. The Buyer shall prepare, or shall procure the preparation of, a draft Completion Statement and shall deliver it (in accordance with Clause 17 (Notices)) to the Sellers’ Representative and the Sellers’ Accountants within 60 days of the Completion Date.
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PREPARATION OF THE COMPLETION STATEMENT. 2.1 The Seller shall ensure that a draft of the Completion Statement ("Draft Completion Statement") is prepared and delivered to the Buyer on or before the date falling 30 Business Days after Completion. The Draft Completion Statement shall be drawn up in accordance with the instructions and the accounting policies, practices, methods and proceedings set out in Part 2 of this schedule. 2.2 The Draft Completion Statement shall be deemed agreed by the Buyer on the date falling 10 Business Days after the date on which those documents are first received by the Buyer unless during that period the Buyer gives notice to the Seller ("Disagreement Notice") that it disagrees with the Draft Completion Statement. Any Disagreement Notice shall include reasonable details of the reasons for any disagreement and any suggested adjustment, together with reasonable supporting evidence for each adjustment, including any relevant working papers. 2.3 If a Disagreement Notice is validly served by the Buyer, the Seller and the Buyer shall attempt in good faith to resolve any matters in dispute and agree a final form of the Draft Completion Statement on or before the date falling 10 Business Days after the date on which the Seller receives the Disagreement Notice. In the absence of agreement between the Seller and the Buyer within that time period, an Expert Accountant shall be instructed in accordance with paragraph 3 to deliver a determination of the matters in dispute and a revised Draft Completion Statement adjusted to take account of the matters determined by him.
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PREPARATION OF THE COMPLETION STATEMENT 
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  • LITIGATION STATEMENT CHECK ONE

  • Mission Statement a. Employees are the most valuable resource in the City’s effective and efficient delivery of services to the public. The parties have a commitment to prevent drug or alcohol impairment in the workplace and to ▇▇▇▇▇▇ and maintain a drug and alcohol free work environment. The parties also have a mutual interest in preventing accidents and injuries on the job and, by doing so, protecting the health and safety of employees, co-workers, and the public. b. In agreeing to implement this Substance Abuse Prevention Policy (▇▇▇▇), the parties affirm their belief that substance abuse is a treatable condition. The City is committed to identifying needed resources, both in and outside of the City, for employees who voluntarily seek assistance in getting well. Those employees who voluntarily seek treatment prior to any testing shall not be subject to any repercussions or any potential adverse action for doing so. However, seeking treatment will not excuse prior conduct for which an investigation or disciplinary proceedings have been initiated. c. The City is committed to preventing drug or alcohol impairment in the workplace, and to fostering and maintaining a safe work environment free from alcohol and prohibited drugs at all of its work sites and facilities. In addition, the City maintains a drug and alcohol free workplace policy in its Employee Handbook.

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  • COOPERATION IN PREPARATION OF REGISTRATION STATEMENT The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

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