Completion Balance Sheet Clause Samples

Completion Balance Sheet. 3.2.1 The parties shall procure that, following Completion, the Completion Balance Sheet shall be drawn up and reviewed in accordance with the provisions of Schedule 7 (Completion Balance Sheet). 3.2.2 The Completion Balance Sheet shall be prepared as at the time of Completion on the Completion Date. 3.2.3 Following preparation of the Completion Balance Sheet in accordance with Schedule 7 (Completion Balance Sheet) and final agreement or deemed agreement or determination (as the case may be) of the Completion Balance Sheet, the provisions of clauses 3.2.4 to 3.2.8 (inclusive) shall become effective. 3.2.4 If the Completion Net Asset Value exceeds the Target Net Asset Value, the Buyer shall pay to the Sellers within 10 Business Days of the date on which the Completion Balance Sheet becomes final and binding on the Sellers and the Buyer in accordance with the provisions of Schedule 7, an amount which is equal to the difference between the Completion Net Asset Value and the Target Net Asset Value (the “Payable Escrow Amount”) which to the extent possible shall be paid to the Sellers in accordance with the terms of Schedule 9 from out of the Escrow Account (together with any accrued interest earned on the Payable Escrow Amount whilst held in the Escrow Account). 3.2.5 If the Payable Escrow Amount is less than the balance then standing to the credit of the Escrow Account, the remaining balance of the Escrow Account (after making the payments as aforesaid to the Sellers) shall be released to the Buyer absolutely. If the Payable Escrow Amount exceeds the Escrow Amount, then the whole of the monies in the Escrow Account (inclusive of any interest earned on the Escrow Amount whilst held in the Escrow Account) shall be payable to the Sellers together with such further amount as shall be necessary to ensure the Sellers then receive the whole of the Payable Escrow Amount (excluding interest earned on the Escrow Amount whilst in the Escrow Account), together also with interest on such further amount calculated at the base rate of Barclays Bank plc for the period from the Completion Date until and including the date of payment. 3.2.6 If the Completion Net Asset Value is equal to the Target Net Asset Value, the whole of the Escrow Amount (together with all interest earned on the monies whilst held in the Escrow Account) shall be released to the Buyer absolutely. 3.2.7 If the Completion Net Asset Value is less than the Target Net Asset Value, the whole of the Escrow Amoun...

Completion Balance Sheet. The draft Completion Balance Sheet (audited or unaudited, as the case may be), adjusted to reflect the item or items as agreed between the Vendors and the Purchasers in writing or as determined by the Independent Accountants shall constitute the Completion Balance Sheet for the purposes of this Agreement.

Completion Balance Sheet. 7.1 Subject to the Purchaser complying with its obligations under clause 7.4, the Vendor shall procure (to the extent it is reasonably able to do so) that promptly after Completion a Completion Balance Sheet is produced in accordance with the provisions of this clause 7. Such Completion Balance Sheet shall be prepared on the basis of the accounting policies and procedures set out in Schedule 8 (Completion Balance Sheet) and in the form set out in Schedule 10 (Form of Completion Balance Sheet). 7.2 The balance sheet and related notes comprising part of the Completion Balance Sheet shall be audited by the Vendor's Accountants (the DRAFT COMPLETION BALANCE SHEET) with a view to the Draft Completion Balance Sheet together with the respective report thereon of the Vendor's Accountants in draft form and the unaudited profit and loss account (and, for the avoidance of doubt, such profit and loss account shall not be required to be accompanied by notes in relation to it) being delivered to the Purchaser (with a copy to the Purchaser's Accountants) as soon as possible and in any event within forty (40) Business Days of the Completion Date. The fees and costs of the Vendor's Accountants for services in connection with this clause 7 shall be paid by the Vendor. 7.3 The management representation letters required in connection with the Draft Completion Balance Sheet and the Final Completion Balance Sheet shall be prepared in accordance with the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 85, MANAGEMENT REPRESENTATIONS, as amended, and shall be signed by the relevant management of the SF Group units and the Vendor. It is acknowledged and agreed that the management representation letter to be signed by CONFORMED COPY the Vendor and the relevant management of the SF Group units shall also extend to and cover events arising after Completion (SUBSEQUENT EVENTS).

Completion Balance Sheet. 8.1 Preparation of draft Completion Balance Sheet As soon as reasonably practicable but not later than 30 Business Days following Completion, the Vendors shall procure that the Target Companies prepare and deliver to the Purchasers an unaudited consolidated balance sheet of the Target Companies and Target Subsidiaries as at the Completion Date (the draft Completion Balance Sheet). The draft Completion Balance Sheet shall be prepared in the form and include the items set out in Schedule 8 and in accordance with the following: (a) the specific policies set out in Schedule 8; (b) to the extent not covered by (a), the accounting policies, principles, practices, evaluation rules and procedures, methods and bases adopted by the Target Companies or Target Subsidiaries in the preparation of the Accounts provided the same are consistent with Belgian GAAP in force at the Accounts Date. Following Completion, the Purchasers shall procure to give at all reasonable times during business hours on reasonable advance notice being given immediate and full access to the Vendors to the financial records and books of the Target Companies and Target Subsidiaries and if required by the Vendors, to organise meetings with any (financial) key person in the Target Companies and Target Subsidiaries with a view to facilitate the drafting of the draft Completion Balance Sheet. 8.2 Notification of disputed items Within 20 Business Days following delivery to the Purchasers of the draft Completion Balance Sheet, the Purchasers shall notify the Vendors of any item or items they wish to dispute together with the reasons for such dispute and a list of proposed adjustments. If, by the expiry of such period of 20 Business Days, no such notice is received by the Vendors or the Purchasers have notified the Vendors that there are no items they wish to dispute, the draft Completion Balance Sheet shall constitute the Completion Balance Sheet for the purposes of this Agreement and shall be binding on the Parties.

Completion Balance Sheet. 5.1 Subject to clauses 5.2 and 5.3, the Buyer shall prepare a consolidated balance sheet of the Company as at 20 March 2000: 5.1.1 so as to comply with all legal requirements (including FRSs) then applying; and 5.1.2 otherwise in accordance with the same accounting policies, standards, principles, bases and methods as were applied in preparation of the Last Accounts. 5.2 The Sellers shall promptly and at their own cost provide all such assistance and explanations as the Buyer and its agents may reasonably require in connection the preparation of the Completion Balance Sheet. 5.3 The Buyer shall within 60 days of Completion prepare a draft of the Completion Balance Sheet (the "Buyer's Draft") and shall deliver a copy of it to the Sellers (or the Sellers' Accountants). 5.4 The Sellers shall review the Buyer's Draft and shall deliver to the Buyer within 21 days of the delivery to them of Buyer's Draft a report (the "Sellers' Report") signed by both Sellers setting out any matters of disagreement with the Buyer's Draft in sufficient detail to enable the Buyer to consider them. In the absence of a Sellers' Report being delivered by the Sellers to the Buyer within that period of 21 days, the Buyer's Draft shall be deemed to be agreed by all parties. All the items in the Buyer's Draft which are not specified in the Sellers' Report as being subject to disagreement shall be deemed to be agreed by the parties. 5.5 If and to the extent that any matter of disagreement in the Sellers' Report varies from the matter as stated in the Buyer's Draft, the matter in dispute shall (if not resolved between the parties) be referred to a firm of chartered accountants, nominated jointly by the Sellers and the Buyer or, failing nomination within 14 days after request by either the Sellers or the Buyer, nominated at the request of either party by the president of the Institute of Chartered Accountants in

Completion Balance Sheet. 3 6. CONDITION ........................................................ 6 7. COMPLETION ....................................................... 6 8. TERMINATION ...................................................... 8 9. WARRANTIES ....................................................... 10 10.

Completion Balance Sheet the balance sheet of the Company (prepared and agreed or determined for the purposes of clause 3 as at the time of Completion on the Completion Date in accordance with the provisions of Schedule 7); Completion Date: the date of this agreement;

Completion Balance Sheet. In this Schedule 7 the following words shall have the following meanings:

Completion Balance Sheet. Unless already taken into account, the following principles shall be observed in drawing up the Completion Balance Sheet: 2.1 sums receivable in respect of debtors shall not be included at sums higher than the amounts collectable, making appropriate provision for doubtful debts; 2.2 stocks and work-in-progress shall be valued at the lower of cost and net realisable value; 2.3 liabilities shall include accruals at the close of business on the Completion Date; 2.4 no value shall be attributable to goodwill or any other intangible asset; 2.5 immovable property and other fixed assets shall be included at their net book value as at the Balance Sheet Date (or at cost if purchased after the Balance Sheet Date) less depreciation on cost at the following rates: 2.5.1 plant and machinery 30% per annum; 2.5.2 fixtures and fittings 20% per annum; 2.5.3 motor vehicles 30% per annum; and 2.5.4 computer software 30% per annum; 2.6 full provision shall be made for all Taxation, including deferred Taxation.