Completion Statements Sample Clauses

Completion Statements. As soon as practicable and in any event no later than one hundred and twenty (120) days after the Completion Date, the Buyer shall, for the purpose of establishing the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment, prepare a draft of the Completion Balance Sheet, a draft of the Cash Statement, a draft of the Debt Statement, a draft of the Working Capital Statement and a draft of the EBITDA Statement in accordance with the accounting treatments set out in Part 2 of this Schedule 3 and in the formats set out in Parts C and D of Part 2 of Schedule 3 and shall submit these drafts to the Sellers for review together with copies of the relevant supporting accounts and information used to prepare such statements, to the extent reasonable. For the avoidance of doubt, the schedules set out in Parts C and D of Part 2 of this Schedule 3 provide the format pursuant to which the Completion Statements should be prepared and the numbers included therein are worked examples provided for illustrative purposes only. Notwithstanding anything to the contrary in this Agreement, if Completion is due to take place prior to 1 July 2021, the process in respect of the EBITDA Adjustment shall be deferred until following 1 July 2021 so that the H1 2021 EBITDA Amount can be identified.

Completion Statements. In preparing the Completion Statements:

Completion Statements. 2.1 Pursuant to Clause 7.2, during the 30 Business Days following the Seller's receipt of the Completion Statements, the Seller and its independent auditors shall be permitted to review the non-proprietary working papers relating to such Completion Statements. The Completion Statements shall become binding upon the parties and deemed finally determined on the 30th Business Day following delivery thereof unless the Seller gives notice of its disagreement with the Completion Statements (a "Notice of Disagreement") to the Purchaser prior to such date. For the avoidance of doubt, the 30 Business Day period referenced in this paragraph 2.1 shall not commence until (i) each Completion Statement shall have been delivered to the Seller and (ii) the non-proprietary working papers relating to each such Completion Statement shall have been delivered or made available to the Seller. 2.2 Any Notice of Disagreement shall be in writing and specify with reasonable detail the nature of any disagreement and amount disputed so asserted, and shall include only disagreements based on (i) mathematical errors, (ii) the Closing Working Capital Amount, the Final Closing Cash Amount and/or the Final Cash Deferred Income Amount set out in the Completion Statements not being calculated in the manner provided in the definition(s) thereof or (iii) the amounts recorded in the line items reflected on the Closing Date Balance Sheet not being obtained from and in accordance with the Books and Records or in accordance with the Accounting Policies. 2.3 During the 20 Business Day period following the delivery of a Notice of Disagreement, the Seller and the Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in such Notice of Disagreement and to agree on final Completion Statements. During such period the Purchaser and its independent auditors shall have access to the non-proprietary working papers prepared in connection with such Notice of Disagreement. For the avoidance of doubt, the 20 Business Day period referenced in this paragraph 2.3 shall not commence until the non-proprietary working papers prepared in connection with such Notice of Disagreement shall have been delivered or made available to the Purchaser. 2.4 At the end of such 20 Business Day period, if the Seller and the Purchaser have not otherwise agreed, the Seller and the Purchaser shall submit to a nationally recognised independent public accounting ...

Completion Statements. 1.1 In preparing the Completion Statements: (a) the items and amounts to be included in the calculation of the Completion Balance Sheet, the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment shall be identified by applying the relevant definitions in clause 1 and applying the accounting policies set out in paragraph 1.1(b) of this Schedule 3 below (but if there is a conflict between the relevant definition in clause 1 and the accounting policies set out in paragraph 1.1(b) of this Schedule 3, the latter shall prevail); (b) in applying each such definition and determining which items and amounts are to be included and calculated in the Completion Statements, if and to the extent that the treatment or characterisation of the relevant item or amount or type or category of item or amount: (i) is dealt with in the specific accounting treatments set out in paragraphs 1.2 to 1.18 of Part B of this Part 2 of Schedule 3 (the “Specific Accounting Treatments”), the relevant Specific Accounting Treatment(s) shall apply; (ii) is not dealt with in the Specific Accounting Treatments but is dealt within the accounting principles, policies, treatments, practices and categorisations (including in relation to the exercise of accounting discretion and judgement) that were in fact adopted and applied in the preparation of the Accounts (the “Pro Forma Accounts Principles”), the relevant Pro Forma Accounts Principles shall apply; and (iii) is not dealt with in either the Specific Accounting Treatments or the Pro Forma Accounts Principles, the Accounting Standards as at the Accounts Date shall apply.

Completion Statements. 1.1 The Sellers and the Buyer will procure that after Completion, Completion Statements for the Group will be prepared and reported on in accordance with the provisions of this Schedule 8 consisting of an Actual Net Debt Statement and Working Capital Statement. 1.2 The Completion Statements will be prepared (subject as otherwise provided) in the following order of priority: 1.2.1 adopting the accounting bases principles, policies, treatments and categorisations applied for the purposes of March Balance Sheet; 1.2.2 to the extent there is no conflict with paragraph 1.2.1 adopting the accounting bases, principles, policies, treatments and categorisations applied for the purposes of the Accounts; and 1.2.3 to the extent there is no conflict with paragraph 1.2.1 and paragraph 1.2.2 in accordance with the historical cost convention and with accounting principles generally accepted in the United Kingdom (including Accounting Standards); 2.1 shall take precedence over the terms of paragraphs 1.2.2 and 1.2.3 and the provisions of paragraph 1.2.2 shall take precedence over paragraph 1.