Common use of Completion Adjustments Clause in Contracts

Completion Adjustments. 9.1 The Vendor warrants to each of the Purchaser and (in relation to VDI and Visual Action (NZ)) Panavision that the Net Assets of the Group Companies at Completion comprising only the assets identified in the proforma statement of assets and liabilities in the Agreed Form (after excluding all net bank balances (being cash at bank less all monies owed to banks), liabilities in respect of finance leases and the inter-company balances of the respective Group Companies) all as derived from the Financial Statements to be prepared in accordance with clause 9.2 will be not less than (pound)28,718,000. HIDDEN TEXT 9.2.1 The Purchaser shall procure, as soon as practicable and in any event within 60 days after Completion, the preparation of the Financial Statements which shall be prepared, subject to clause 9.2.2, on the basis of the same accounting standards and principles as the Last Accounts. 9.2.2 The adjustments to be made in preparing the Financial Statements are the following: 9.2.2.1 any exchange rates used to calculate the assets and liabilities shall be those used at 31 December 1996 set out in the statement of agreed rates in the Agreed Form; 9.2.2.2 the tax rates set out in the table of rates in the Agreed Form shall be applied to the profit and loss before income taxes of the Group Companies in determining the provision for income taxes for the period since the Accounts Date; 9.2.2.3 net bank balances (being cash at bank less monies owed to banks) of the Group Companies shall be excluded; 9.2.2.4 all inter-company balances shall be excluded; 9.2.2.5 the same amounts in respect of deferred tax credits and debits of the Group Companies shall be included as the amounts provided at the Accounts Date; and 9.2.2.6 any liabilities of the Group Companies in respect of finance leases shall be excluded. 9.2.3 The Purchaser shall calculate the Net Assets from the Financial Statements and shall deliver to the Vendor copies of the Financial Statements and of their calculation.