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).
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Completion Balance Sheet. 7.1 Subject to 13.1 On the Purchaser complying with Completion Date or at such earlier time as agreed between Nice and Thales, Thales or its obligations under clause 7.4, representatives will pull and assemble the Vendor Inventory for counting. Nice and/or its representatives will conduct a comprehensive physical stock take of the Inventory and Thales and/or its representatives will sign off on each count made by Nice. Nice shall procure (to produce a report setting out the extent it is reasonably able to do so) that promptly after Completion a counted number of each Inventory item. Such report will also set out the aggregate value of the Inventory which shall be included in the Completion Balance Sheet is produced prepared by the Purchasers' management and audited by the Auditors pursuant to clause 13.2 below. If Thales and Nice are unable to agree upon the physical stock take within 10 Business Days of Completion, the matter shall be submitted for adjudication by the Independent Accountants.
13.2 Subject to determination of the stock take pursuant to Clause 13.1, Nice shall procure that the Purchasers' management shall, as promptly as practicable, and in accordance with any event within 60 (sixty) days following the provisions determination of this clause 7. Such the physical stock take ("the First Period"), prepare and deliver to Thales and to Nice a draft of the Completion Balance Sheet shall be prepared on together with a draft certificate (the basis of the accounting policies and procedures set out in Schedule 8 (Completion Balance Sheet"Auditors' Certificate") and in the form set out in Part E of Schedule 10 (Form of Completion Balance Sheet).
7.2 The balance sheet 9 addressed to Thales and related notes comprising part of to Nice stating that the Completion Balance Sheet (from which the NAV Statement shall be audited by determined) has been prepared in accordance with this Agreement.
13.3 Thales and Nice shall attempt to agree the Vendor's Accountants (the DRAFT COMPLETION BALANCE SHEET) with a view to the Draft 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 30 (40thirty) Business Days days (hereinafter the "Second Period") after receipt of the Completion Date. The fees and costs of same under Clause 13.2.
13.4 During the Vendor's Accountants for services in connection with this clause 7 Second Period, Thales' accountants shall be paid by the Vendorentitled to call for and inspect such documents as they shall reasonably consider necessary.
7.3 The management representation letters required 13.5 Unless within the Second Period Thales notifies Nice in connection with writing (setting out the Draft adjustments, if any, which it proposes should be made to the draft Completion Balance Sheet and Sheet) the Final draft Completion Balance Sheet shall be prepared deemed to be agreed and shall, save in the event of fraud or manifest error, become final and binding on Thales and Nice for the purposes of this Agreement.
13.6 If by the end of the Second Period the draft Completion Balance Sheet has not been agreed, Thales shall meet with Nice so as to resolve in good faith any differences within the following 7 (seven) days (the "7 Day Period"). After the expiry of the 7 Day Period either Nice or Thales may refer the matters in dispute to the Independent Accountants. The Independent Accountants shall agree, amend or prepare the Completion Balance Sheet and determine the Net Asset Value but always in accordance with the American Institute Accounting Principles insofar as not otherwise agreed in accordance with the provisions of Certified Public Accountants' Statement on Auditing Standards Nothis Clause 13. 85, MANAGEMENT REPRESENTATIONS, The Independent Accountants shall be entitled to call for and inspect such documents as amended, they shall reasonably consider necessary. The determination prepared by the Independent Accountants shall be delivered to Thales and Nice within 30 days of such submission to the Independent Accountants and shall (save in respect of manifest error) be signed by final and binding on Thales and Nice for the relevant management purposes of this Agreement and the Independent Accountants shall act as experts and not as arbitrators. In acting under this clause 13.6, the Independent Accountants shall be entitled to the privileges and immunities of arbitrators. Thales and Nice shall act in good faith towards each other regarding such application and in particular shall endeavour with reasonable expedition to settle the terms of reference of the SF Group units Independent Accountants.
13.7 Thales shall pay the charges of Thales' Accountants and Nice shall pay the charges of the Auditors in respect of work carried out pursuant to the provisions of this Clause and the Vendor. It is acknowledged charges of the Independent Accountants (if appointed) shall be apportioned between Thales and agreed Nice in such proportions as the Independent Accountants may determine in the light of the merits of the objections taken by (or on behalf of) Thales to the physical stock take pursuant to Clause 13.1 or to the Completion Balance Sheet in the form despatched pursuant to Clause 13.2 as the case may be.
13.8 Thales and Nice shall respectively procure, so far as they are able, that the management representation letter Companies, the Purchasers, the Auditors and Thales' Accountants respectively shall give each other and to the Independent Accountants access to all of their working papers or other information used as a basis for preparing the Completion Balance Sheet and access to personnel as may reasonably be signed by CONFORMED COPY required for the Vendor purposes of considering and agreeing the relevant management of the SF Group units shall also extend to and cover events arising after Completion (SUBSEQUENT EVENTS)Balance Sheet.
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