Common use of Completion Accounts Clause in Contracts

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 of this Agreement the Net Asset Value of the Company 4.1.5 IT IS HEREBY AGREED tht in preparing the Completion Accounts and the N.A.V. Certificate, the Vendors' Accountants shall not be required to re-circulate any of the debtors of the Company in respect of debts in respect of which contact was made in the preparation of the Accounts but the Purchasers may, if they so decide and to the extent that time permits in accordance with Clause 4.1.2, re-circulate such debtors in carrying out their review under such Clause.

Completion Accounts. 4.1.1 As 4.1 The Vendor and the Purchaser shall procure that on the Completion Date there shall be a stocktaking of the Stock (which shall be attended by representatives of the Vendor and the Purchaser) and the Purchaser shall procure that, as soon as practicable following the Completion Date and in any event within 45 not later than 60 days of after the Completion the Vendors' Accountants (at the cost Date, a draft of the Vendor or Completion Accounts (so far as may "DRAFT COMPLETION ACCOUNTS") shall be lawful so to do) as a cost accrued prepared by the Purchaser in accordance with clause 4.2 and delivered to the CompanyVendor. 4.2 The draft Completion Accounts shall be prepared: (a) will prepare in a balance sheet format which complies with the requirements of schedule 4 of the Company as Companies ▇▇▇ ▇▇▇▇; and (b) on a historical cost basis and on a going concern basis in accordance with the accounting principles and practices generally accepted in the United Kingdom (UK GAAP) which are in force at the date hereof, including all applicable statements of Completion standard accounting practice and a profit and loss account of the Company for the period from 1 November 1990 financial reporting standards; and (c) subject to the close of business on the day before the date of Completion ("the Completion Accounts"sub-clauses 4.2(a) and a certificate of the Net Asset Value of the Company as at Completion (the "NAV Certificate") 4.2(b), using the same accounting policies principles, policies, bases and practices as were 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 preparation of the Vendors' Accountants Accounts; and (d) notwithstanding the provisions of clauses 4.2(a), (b) and within 45 days of delivery of (c) in accordance with the NAV Certificate notify the Vendors principles and policies set out in schedule 10; and (e) so 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 indicate the Net Asset Value Value, the Assumed Liabilities, the Warranty Claims Reserve, the Bad Debts Reserve and the apportionments pursuant to clause 14.1. 4.3 Unless the Vendor notifies the Purchaser in writing within 30 days after receipt of such draft Completion Accounts that it does not accept that such draft Completion Accounts comply with this clause 4, the Vendor shall be deemed to have accepted such draft as complying with this clause 4. 4.4 If within the period of 30 days referred to in clause 4.3 the Vendor shall notify the Purchaser in writing that it does not accept that the said draft Completion Accounts comply with this clause 4 then the Vendors Vendor and the Purchaser shall together attempt use their respective reasonable endeavours to resolve reach agreement upon appropriate adjustments to the said draft Completion Accounts. 4.5 When the Vendor accepts or is deemed to accept that the said draft Completion Accounts comply with this clause 4, then such draft Completion Accounts shall be the Completion Accounts for the purposes of this Agreement and shall be final and binding on the parties. 4.6 If the Vendor and the Purchaser have not resolved any such written queries matter in dispute within 30 days following the expiry of the period of 30 days referred to in clause 4.4 or any other matter in dispute pursuant to clauses 8.8 and observations that have been raised by 8.1 then either party shall be entitled to refer any matter in dispute to such firm of independent chartered accountants as the Vendor and the Purchaser with regard thereto. If no such resolution has been agreed between the parties may agree within a further period of 14 days of notification a request by either of them 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 other or, failing such agreement within 7 dayssuch time, by as the President for the time being of the Institute of Chartered Accountants in England and Wales may nominate on the application of the Vendor or the Purchaser ("INDEPENDENT ACCOUNTANTS") for determination on the time being. The decision following basis: (a) the Independent Accountants shall be instructed to notify the Vendor and the Purchaser of their determination of any such chartered accountants matter as soon as possible; (acting b) the Vendor and the Purchaser shall be entitled to make written submissions to the Independent Accountants and to have sight of and to comment on any submissions made by the other but subject thereto the Independent Accountants shall have power to determine the procedure to be followed in relation to their determination; (c) in making such submissions the Vendor and the Purchaser shall, where appropriate, state their respective best estimates of monetary amounts of the matters referred for determination; (d) in making their determination the Independent Accountants shall act as experts and not as arbitrators) shall, their decision as to any matter referred to them for determination shall in the a bsence absence of manifest error, 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 all respects on the Vendors and the Purchaser (but shall be without prejudice to the Purchaser. 4.1.4 In 's right to claim under the event that the Purchaser does not raise any queries Warranties or observations otherwise in respect of any matter); (e) in making their determination the Independent Accountants shall state what adjustments (if any) are to be made to the said draft Completion Accounts in order that they shall comply with this clause 4; and (f) the fees and expenses of the Independent Accountants shall be borne equally between the parties. 4.7 Following Completion and until the Completion Accounts and shall have been agreed or determined, 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 Vendor and the Purchaser shall be deemed respectively: (a) give or procure that the Independent Accountants are given access at all reasonable times to have agreed for all purposes of this Agreement the Net Asset Value books and records of the CompanyBusiness which are in the possession or under the control of the Vendor or the Purchaser (as the case may be); and 4.1.5 IT IS HEREBY AGREED tht (b) generally provide the Independent Accountants with such other information and assistance as they may reasonably require (including access to and assistance at reasonable times from personnel employed by the Vendor or the Purchaser, as the case may be) in preparing relation to the review, agreement or determination of the Completion Accounts and the N.A.V. Certificate, the Vendors' Accountants shall not be required to re-circulate any of the debtors of the Company in respect of debts in respect of which contact was made in the preparation of the Accounts but the Purchasers may, if they so decide and to the extent that time permits in accordance with Clause 4.1.2, re-circulate such debtors in carrying out their review under such ClauseAccounts.

Completion Accounts. 4.1.1 As soon as practicable 5.1 Forthwith after Completion, the Vendor shall procure preparation of and in any event within 45 days of Completion make available to the Vendors' Accountants (at Purchaser draft accounts showing the cost anticipated amount of the net asset value on Completion. 5.2 The Purchaser and the Vendor or (so far as may be lawful so shall use all reasonable endeavours to do) as procure that such draft accounts shall in all respects comply with current legislation and Hong Kong standard accounting principles and practices. 5.3 Following the preparation of such draft accounts, the Purchaser's accountants shall audit them applying the same bases and principles referred to in Clause 5.2 and shall then produce 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 certificate ("the Completion AccountsCertificate") and a certificate stating the amount 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 PurchaserValue. 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 5.4 The Purchaser, the matter 's accountants shall be referred deemed 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 act as experts and not as arbitrators. 5.5 If the Purchaser's accountants shall not be able to produce the Certificate in accordance with Clause 5.3 within fourteen (14) shalldays of the date on which the Completion Accounts were first submitted to them (or such other period as the Vendor and the Purchaser may agree) or the Vendor disputes the form and content of the Completion Accounts or the Certificate the matter may be referred by either the Vendor or the Purchaser to an independent chartered accountant selected by agreement between them or, in failing such agreement, a person nominated by the a bsence President for the time being of manifest error, be final and binding upon the parties and Hong Kong Society of Accountants on the application of either the Vendor or the Purchaser and:- 5.5.1 such chartered accountant shall be incorporated requested to settle any matter in or otherwise dealt with dispute applying the same bases and principles referred to in Clause 5.2 and (unless both 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 Vendor and the Purchaser. 4.1.4 In Purchaser shall otherwise direct in writing) determine the event that the Purchaser does not raise any queries or observations in respect form and content of the Completion Accounts and the N.A.V. Certificate within 45 days amount of their delivery the Net Asset Value; 5.5.2 the decision of such chartered accountant as to it or the matter in dispute and its determination (if they shall agree any) as to the form and content of the Completion Accounts and the N.A.V. Certificate then (and in either such case) amount of the Net Asset Value shall be as stated in final and binding on the N.A.V. Certificate parties hereto and the Purchaser such chartered accountant shall be deemed to have agreed for all purposes of this Agreement the Net Asset Value act as an expert and not as an arbitrator. 5.6 The costs of the Company 4.1.5 IT IS HEREBY AGREED tht Purchaser's accountants in preparing respect of the preparation and determination of the Completion Accounts and the N.A.V. Certificate, the Vendors' Accountants shall not be required to re-circulate any costs of the debtors of independent chartered accountant (if any) shall be borne by the Company in respect of debts in respect of which contact was made in the preparation of the Accounts but the Purchasers may, if they so decide Purchaser. 5.7 The accounts as determined and to the extent that time permits prepared in accordance with this Clause 4.1.25 and as accepted and agreed by the Vendor and the Purchaser, re-circulate such debtors shall be the Completion Accounts based on which the Net Asset Value shall be determined. 5.8 As soon as reasonably practicable after and in carrying out their review any event within three Business Days of issue of the Certificate or other determination of the Net Asset Value under such ClauseClause 5.5.1 and/or 5.5.2 of this Agreement, the Purchaser shall transfer the balance of the Debt Price to the Vendor by way of telegraphic transfer. In the event that the Net Asset Value is less than the first instalment of the Debt Price paid on the date hereof in accordance with the Deed of Assignment of Debt, Hunt (UK) and Hunt (NL) shall pay to the Purchaser, by way ▇▇ ▇efund, any excess amount.