Common use of Completion Balance Sheet Clause in Contracts

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. 8.1 Preparation 4.1. The Purchaser has agreed to purchase the Shares and the Sellers have agreed to sell the Company free of Debt and Cash but including the Required Working Capital. 4.2. Relative to the obligations of the Purchaser and the Sellers set forth in Clause 4.1, the Sellers shall on the Completion Date instruct KPMG Accountants N.V. to draft the Completion Balance Sheet As soon as reasonably practicable but not relating to the period 1 January 2002 up to and including the Effective Date in consultation with the corporate accounting department of Seller 2 and at cost to the Sellers, on a going concern basis and on the basis of and in accordance with the Accounting Principles applied in a manner consistent with the manner in which they were applied in the preparation of the Annual Accounts. The Completion Balance Sheet shall be expressed in Euro. 4.3. No later than 30 20 (twenty) Business Days following Completion, the Vendors Sellers 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 (Purchaser the draft Completion Balance Sheet)Sheet containing a specification of the items mentioned in Clause 4.7, together with an unqualified auditors' opinion from Sellers' auditors. The Sellers shall procure that Purchaser and its auditors shall have access to the necessary supporting data, including the working papers of KPMG Accountants N.V. The Purchaser shall within 20 (twenty) Business Days from the date of receipt of the draft Completion Balance Sheet inform the Sellers, in writing, whether the Purchaser agrees with such draft. If so, and further if the Purchaser fails to notify the Sellers, in writing, within such period of time, of its disagreement with the draft Completion Balance Sheet (in which case the Purchaser is required to provide a specification of the issues in dispute and a reasonable substantiation of the reasons for such disagreement), the draft Completion Balance Sheet shall be prepared in considered agreed and binding on the form and include Parties. The Purchaser shall procure that the items set out in Schedule 8 and in accordance Company undertakes to use its reasonable efforts to co-operate 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 Sellers 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 4.4. At any time during the period until submission to the Purchasers Purchaser of the draft Completion Balance Sheet, the Purchasers shall notify Purchaser may at the Vendors request of any item the Sellers comment in writing on or items they wish to dispute together in connection with the reasons for draft Completion Balance Sheet. The Parties agree that any such dispute and comments or representations shall under no circumstances be considered as a list of proposed adjustmentschallenge. 4.5. If, by Only in the expiry of such period of 20 Business Days, no such notice is received by event the Vendors or the Purchasers have notified the Vendors that there are no items they wish to dispute, Purchaser disagrees with the draft Completion Balance Sheet and such disagreement can not be amicably solved between the Parties within 30 Business Days, PriceWaterhouseCoopers or another firm of chartered accountants of well-known repute to be agreed upon between Parties (or if not agreed, designated upon the request of either Party by the chairmen of Koninklijk Nederlands Instituut voor Registeraccountants (NIVRA)) (the "Independent Accountant") shall constitute audit the draft Completion Balance Sheet. The audit shall be carried out on the basis of Clause 4.2 and pursuant to a joint engagement by the Sellers, the Purchaser and the Company, with the sole purpose of verifying whether the items specified in Clause 4.7 have been correctly reflected in the draft Completion Balance Sheet. The auditors' report of the Independent Accountant shall set out the Completion Balance Sheet and shall contain an auditors' opinion as to the true and fair view of the assets and liabilities of the Company as of the Effective Date. The auditors' report shall be addressed to each of the Sellers, the Company and the Purchaser. The expenses of the Independent Accountant shall be borne equally between the Purchaser, on the one hand, and the Sellers, on the other. 4.6. The Sellers and the Purchaser accept the auditors' report of the Independent Accountant as final and binding (except for manifest errors) and each waives its right to challenge the same for purposes of the adjustment to the Purchase Price contemplated in this Clause 4. The Parties acknowledge that the Purchaser shall only agree to the Completion Balance Sheet for the purposes of adjusting the Purchase Price. The acceptance by the Purchaser of the Completion Balance Sheet in accordance with this Clause 4 shall not prejudice Purchaser's rights under this Agreement and in respect of a Breach. 4.7. Within twenty (20) Business Days after the Completion Date, KPMG Accountants N.V. shall be binding calculate: 4.7.1. the aggregate amount of Working Capital on the PartiesEffective Date; 4.