Common use of Finalisation Clause in Contracts

Finalisation. (a) If no party serves a Notice pursuant to paragraph 2 of this Schedule 5, the Draft Completion Accounts and/or Draft Adjustment Statement (if any) shall constitute the Completion Accounts and the statement therein of actual net debt shall be the Actual Net Debt for the purposes of this Agreement. (b) If either party serves a Notice in accordance with paragraph 2 of this Schedule 5 then: (i) if the Purchaser and the Vendors’ Representative reach agreement on the items in dispute within 10 Business Days of the Notice being served (or such longer period as they may agree in writing), the Draft Completion Accounts and/or Draft Adjustment Statement (if any) shall be amended by agreement between them to reflect such agreement and the Draft Completion Accounts and Draft Adjustment Statement (as so amended if applicable) shall constitute the Completion Accounts for the purposes of this Agreement and the statement therein of actual net debt shall be the Actual Net Debt for the purposes of this Agreement. (ii) if the Purchaser and the Vendors’ Representative do not reach agreement in accordance with paragraph (i) above, the Purchaser or the Vendors’ Representative may refer the matter for determination to an independent accountant appointed by agreement between them or, in the absence of such agreement within 5 Business Days, appointed, on the application of either such party, for the purpose by the President for the time being of the Institute of Chartered Accountants of Ireland (in this Schedule 6 the “Expert”) on the basis that the Expert is to make a decision on the dispute and notify the parties of his decision within 30 Business Days of receiving the reference or as soon as reasonably practicable thereafter as the Expert may determine.