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. 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. (a) As soon as practicable following the Closing, and in any event no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a balance sheet of the Target Companies as of 12:01 a.m. Hong Kong time on the Closing Date, together with Buyer’s calculations of the Actual Net Debt Amount, the Actual Working Capital Amount and the Actual Working Capital Adjustment Amount, in each case, which shall be prepared and calculated in accordance with the practices, principles and methodologies set forth in Schedule 2.08 of the Disclosure Schedule, and otherwise in accordance with GAAP consistently applied in accordance with the Target Companies’ past practice (such deliverable, the “Completion Accounts”).
(b) Upon delivery of the Completion Accounts, Buyer must ensure that all information and assistance requested by Seller is given to Seller to review Buyer’s draft Completion Accounts and must permit representatives of Seller to have reasonable access to management of and the Target Companies to review Buyer’s draft of the Completion Accounts, and take extracts from, or make copies of, the Records for the sole purposes of reviewing Buyer’s draft Completion Accounts.
(c) If Seller does not dispute the draft Completion Accounts within twenty (20) Business Days after the date on which Seller receives Buyer’s draft Completion Accounts pursuant to Section 2.08(a) (the “Final Objection Date”), Buyer’s draft Completion Accounts will be deemed to be the final Completion Accounts and the Actual Net Debt Amount, the Actual Working Capital Amount and the Actual Working Capital Adjustment Amount set forth therein will be final and binding on the parties.
(d) If Seller provides Buyer with written notice of dispute with respect to any aspect of Buyer’s draft Completion Accounts prior to the Final Objection Date (a “Dispute Notice”), setting forth in reasonable detail each item so disputed (all such items, the “Disputed Matters”), then such Disputed Matters will be resolved in accordance with Section 2.09 and the undisputed items will be final and binding on the Parties.
Completion Accounts. 11 7. Adjustment of Consideration and Payment of Retained Consideration..................................12 8.
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. 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.
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. 11.1 Following Completion, the parties shall comply with their respective obligations set out in Schedule 8 (Completion Accounts).
11.2 Rosneft shall procure that the Sale Group has Cash balances as at the Completion Date of at least ***** that are freely available immediately following Completion for use by members of the Sale Group. Rosneft shall satisfy its procurement obligation described in the immediately preceding sentence by a contribution to the charter capital of the Company.
11.3 If a provision has been accrued in the Completion Accounts and included in the Completion Debt Amount for any loss-making contract(s) of the Sale Group in accordance with Paragraph 17 of Part C of Schedule 8 (Completion Accounts) (the "Loss Provision") then, to the extent that at any time after the Completion Date revised terms for any such contract are negotiated so that any such losses which have been provided for in the Completion Accounts are reduced partially or eliminated in full under the revised terms, then NADL undertakes to pay Rosneft within 15 Business Days of the entry into force of the revised terms of the relevant contract a cash amount equal to the lower of:
Completion Accounts. 4.1.1 As soon as practicable and in any event within 45 days of Completion the Vendors' Accountants (at the cost of the Vendor or (so far as may be lawful so to do) as a cost accrued to the Company) will prepare a balance sheet of the Company as at the date of Completion and a profit and loss account of the Company for the period from 1 November 1990 to the close of business on the day before the date of Completion ("the Completion Accounts") and a certificate of the Net Asset Value of the Company as at Completion (the "NAV Certificate") using the same accounting policies as used in the Accounts and deliver the Completion Accounts and the NAV Certificate to the Purchaser.
4.1.2 At its election and at its own cost the Purchaser will either carry out its own audit or review the work of the Vendors' Accountants and within 45 days of delivery of the NAV Certificate notify the Vendors as to whether or not it approves the NAV Certificate.
4.1.3 In the event that the Purchaser shall not within such period of 45 days agree the Net Asset Value then the Vendors and the Purchaser shall together attempt to resolve any such written queries and observations that have been raised by the Purchaser with regard thereto. If no such resolution has been agreed between the parties within a further period of 14 days of notification to the Vendors by the Purchaser, the matter shall be referred to an independent firm of chartered accountants as may be appointed by agreement between the Vendors and the Purchaser or, failing such agreement within 7 days, by the President of the Institute of Chartered Accountants in England and Wales for the time being. The decision of such chartered accountants (acting as experts and not as arbitrators) shall, in the a bsence of manifest error, be final and binding upon the parties and shall be incorporated in or otherwise dealt with in the NAV Certificate. The fee of such chartered accountants shall be borne as such independent firm shall determine, or, in the absence of any such determination, equally by the Vendors and the Purchaser.
4.1.4 In the event that the Purchaser does not raise any queries or observations in respect of the Completion Accounts and the N.A.V. Certificate within 45 days of their delivery to it or if they shall agree the Completion Accounts and the N.A.V. Certificate then (and in either such case) the Net Asset Value shall be as stated in the N.A.V. Certificate and the Purchaser shall be deemed to have agreed for all purposes...
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.