Completion Statement Sample Clauses
A Completion Statement clause outlines the final financial reconciliation between parties at the conclusion of a transaction, typically in property or business sales. It details the adjustments, apportionments, and final amounts payable by each party, accounting for items such as prepaid expenses, outstanding liabilities, or prorated income. This clause ensures that both parties have a clear and agreed-upon record of the financial position at completion, thereby preventing disputes over payments and ensuring a smooth transfer of ownership.
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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.
5.2 The Vendor shall within 20 Business Days after receipt of the Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all such assistance and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision.
5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments.
5.4 In the event of:-
5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or
5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute shall be referred to an independent firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of a failure to agree upon the identity of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor or the Purchaser.
5.5 The independent firm of chartered accountants referred to in Clause 5.4 shall determine the Completion Statement which, save in the case of manifest...
Completion Statement. Part 1 — General Provisions
Completion Statement. Part 1 – Definitions
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. To: Travelex Limited For the attention of: Company Secretary ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 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. Along with the draft of the transfer deed, you will receive a completion statement from the civil-law notary. The completion statement for the buyer (usually) includes the purchase price, the costs to be settled, the property transfer tax, the Land Registry fees, et cetera. The completion statement for the seller includes the amount to be repaid on the mortgage loan (if any) and the associated costs. As a rule, any outstanding estate agent’s charges and, where applicable, the consultancy fees in respect of the mortgage loan are paid through the civil-law notary. The estate agent’s charges are payable by the party who has engaged the estate agent. The amount shown at the bottom of the completion statement is the amount payable by the buyer or the amount to be received (or paid) by the seller.
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. 26 8. ACTION PENDING THE COMPLETION DATE.......................................27
Completion Statement. (a) Within 20 Business Days after the Completion Date, the Seller must provide the Buyer with a written statement containing the Completion Accounts and giving the Seller’s calculation of the final amount of the Completion Adjustment (Completion Statement).
(b) The Completion Accounts must be prepared, and the Completion Adjustment calculated, in accordance with Schedule 13.
(c) The Seller must provide (and the Seller and the Buyer must procure that WLOPL provide) the Buyer with such information and documents as are reasonably requested by the Buyer in relation to the Completion Statement.
(d) If the Buyer does not issue any notice (Completion Adjustment Dispute Notice) to the Seller that it disagrees with the amount of the Completion Adjustment set out in the Completion Statement within 30 Business Day after receipt of the Completion Statement, then the Completion Statement shall become final and binding.
(e) If the Buyer issues a Completion Adjustment Dispute Notice, the Seller and the Buyer must use all reasonable endeavours to seek to agree on the amount of the Completion Adjustment.
Completion Statement. 5.1 As soon as reasonably practicable after Completion and in any event within 30 Business Days of the Completion Date the Purchaser at its own expense shall prepare in accordance with Schedule 8 and deliver to the Vendors the Completion Statement which shall give a figure for the Working Capital Amount.