Completion Statement. 45 Part 1
Completion Statement. To: Travelex Limited For the attention of: Company Secretary 00 Xxxxxxxx Xxxxxx XX0X 0XX Dear Sirs We refer to the agreement (“Agreement”) between Travelex Limited (1), Coinstar, Inc. (2) Travelex Group Limited dated [ ] 2006 providing for the sale to Coinstar, Inc. of the entire issued share capital of Travelex Money Transfer Limited. We enclose a copy of the Completion Accounts (as defined in the Agreement) drawn up, in our opinion, in accordance with part 1 of schedule 9 of the Agreement. On the basis of the Completion Accounts:
Completion Statement. 7.7.1 As per the Closing Date, a completion statement (“Completion Statement”) shall be prepared on an accrual basis (in Danish: “fuld periodiseret”) regarding allocation between the Parties of costs, expenses, income, taxes (cf. Clause 7.7.2 below), and the like relating to the Business and the Transferred Employees as follows:
Completion Statement. 5.1 For the avoidance of doubt, the parties agree that the Consideration shall be subject to adjustment pursuant to clause 8 and Schedule 6 of the Main SPA and, further, that the French Companies are deemed to be Target Companies for the purposes of the foregoing clause and schedule. In the event that any adjustment payment or payments are required to be made in accordance with the foregoing clause and schedule which relate to the French Target Company or the French Subsidiary, such payments shall be made as between the Buyer and the Seller of the French Target Shares, each as defined under this Agreement.
Completion Statement. 26 8. ACTION PENDING THE COMPLETION DATE.......................................27
Completion Statement. 7.1 As soon as possible after the Completion Date the Vendor shall prepare and the Vendor and the Purchaser shall jointly instruct the Vendor's Accountants to certify a statement (the "Completion Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed.
Completion Statement. The Estimated Completion Statement has been prepared in good faith and in accordance with the accounting principles and policies set out in Part C to Schedule 6.
Completion Statement. 5.1 The Purchaser shall, as soon as reasonably practicable after Completion and in any event by 31 August 2002, prepare and submit to the Vendor a draft of the Completion Statement (“the Draft Statement”). The Draft Statement shall be prepared in accordance with Schedule 5.
Completion Statement. Part 1 — General Provisions 1 Form and Content of the Completion Statement The Completion Statement shall be drawn up in the format of the proforma set out in part 2 , of this schedule and include the line items, set out in part 2 of this schedule. The Completion Statement shall include the general ledger codes, and only those general ledger codes, for each of companies in the form set out in part 2 of this schedule. Amounts for each general ledger category, for each company, are provided as of November 30, 2010 as a reference. Actual Working Capital Amount is the total sum of the general ledger items for all of the companies, after considering any eliminations as provided for in the example set out in part 2 of this schedule below (which, for the avoidance of doubt, is included for illustrative purposes only).
Completion Statement. 1.1 Within 40 Business Days after the Completion Date, the Purchaser shall prepare and deliver to the Seller a statement (the “Draft Completion Statement”) setting out the financial position of each member of the Group as at the Cut-off Time.
