Completion Accounts. 6.1 The Buyer shall procure that the Group prepares drafts of the Completion Accounts and the Statement in the format set out in part 2 of schedule 7 (the “Statement”), on the basis of the accounting policies and procedures set out in schedule 8 and deliver them to the Seller within 40 Business Days of Completion.
6.2 The Seller shall notify the Buyer in writing within 20 Business Days of receipt of such draft Completion Accounts and the Statement whether or not it accepts the draft Completion Accounts and Statement for the purposes of this agreement.
6.3 If the Seller notifies the Buyer that it does not accept such draft Completion Accounts and Statement:
(a) it shall, at the same time as it notifies the Buyer that it does not accept such draft Completion Accounts and Statement, set out in such notice in writing its reasons in reasonable detail for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Accounts and the Statement in order to comply with the requirements of this agreement; and
(b) the parties shall use all reasonable endeavours to:
(i) meet and discuss the objections of the Seller, and
(ii) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and the Statement, in each case, within 15 Business Days of the Seller’s notice of non-acceptance pursuant to clause 6.2 (or such other time as the Parties may agree in writing).
6.4 If the Seller is satisfied with the draft Completion Accounts and the Statement (either as originally submitted or after adjustments agreed between the Seller and the Buyer) or if the Seller fails to notify the Buyer of its non-acceptance of the draft Completion Accounts and the Statement within the 15 Business Day period referred to in clause 6.2, then the draft Completion Accounts and the Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Statement for the purposes of this agreement.
6.5 If the Seller and the Buyer do not reach agreement within the 15 Business Day period referred to in clause 6.3(b) (or such other time as the Parties may agree in writing) then the matters in dispute (and only those) shall be referred, on the application of either the Seller or the Buyer, for determination by an independent firm of internationally recognised chartered accountants to be agreed upon by the Seller and the Buyer or, failing agreement, to be selected, on the application of e...
Completion Accounts. 5.1 For the purpose of preparing the Completion Accounts, the Purchaser shall procure that a physical inventory of the stock of each member of the Group and each Business is taken in accordance with normal procedures as soon as practicable and in any event within two Business Days after Completion. The Seller and/or the Seller's Accountants shall be entitled to attend the stock-take.
5.2 The Purchaser shall procure that each member of the Group and each Business prepares and submits to the Seller and the Seller's Accountants:
(A) the sales flash (being details of the actual sales made by the Group and the Businesses for the month or part month ending on the Completion Date) as soon as practicable but in any event by midnight at the end of the seventh Business Day after Completion;
(B) management accounts of the Group and the Businesses for the month or part month ending on the Completion Date and a cash report of the Group as at the Completion Date as soon as practicable but in any event by midnight at the end of the tenth Business Day after Completion; and
(C) the consolidation returns for the Group and the Businesses as at the Completion Date by midnight at the end of the 20th Business Day after Completion.
5.3 The Seller shall (at its own expense) procure that the Seller's Accountants prepare the Completion Accounts (from the consolidation returns referred to in clause 5.2), the calculation of the working Capital Benchmark and the Completion Statement, in compliance with the provisions of Schedule 9 and shall procure that the Seller's Accountants produce a written report addressed to the Seller on such compliance. The Seller shall, within 45 Business Days of Completion, or, if later, 25 Business Days after the delivery of the consolidation returns pursuant to clause 5.2, procure the delivery to the Purchaser of the Completion Accounts, the calculation of the Working Capital Benchmark, the Completion Statement and the Seller's Accountants report.
5.4 The Purchaser shall be entitled at any time within the period expiring 20 Business Days after receipt of the Completion Accounts, the calculation of the Working Capital Benchmark, the Completion Statement and the Seller's Accountants report to dispute the Completion Accounts, the calculation of the Working Capital Benchmark and/or the Completion Statement by notice in writing (a "Dispute Notice") to the Seller setting out preliminary grounds for dispute. If no Dispute Notice is given by the Purchaser before ...
Completion Accounts. As at the Completion Accounts Date, the Company will have no liabilities known, actual or contingent (including contingent liabilities) which are not disclosed, noted or provided for in the Completion Accounts or included for the computation of the Net Amount in accordance with Clause 3.03.
Completion Accounts. 5.1 The Buyer and the Seller shall use all reasonable endeavours to procure that, promptly after Completion, Completion Accounts in relation to the Target Group, together with a statement in the format set out in part 2 of schedule 5 (the “Statement”) of the Working Capital Amount as at close of business on the Completion Date, are prepared in accordance with the provisions of this clause 5. The Completion Accounts shall be prepared on the basis of the accounting policies and procedures set out in Part 3 of schedule 5 of this agreement.
5.2 The Seller and the Buyer shall prepare the Completion Accounts and the Statement in conjunction with the Target Group with a view to such draft Completion Accounts and draft Statement being submitted to the Seller within 60 Business Days of Completion.
5.3 Subject to clause 5.7(e), the Seller and the Buyer shall each bear their own costs and expenses arising out of the preparation and review of the Completion Accounts and Statement.
5.4 The Seller shall notify the Buyer in writing within 30 Business Days of receipt of such draft Completion Accounts and the draft Statement whether or not it accepts the draft Completion Accounts and draft Statement for the purposes of this agreement.
5.5 If the Seller notifies the Buyer that it does not accept such draft Completion Accounts and draft Statement:
(a) it shall, at the same time as it notifies the Buyer that it does not accept such draft Completion Accounts and draft Statement, set out in such notice in writing its reasons for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Accounts and the draft Statement in order to comply with the requirements of this agreement; and
(b) the parties shall use all reasonable endeavours to:
(i) meet and discuss the objections of the Seller; and
(ii) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and the draft Statement and will provide each other with such information and explanations and access to working papers as may be reasonably and properly required by the other for their purpose; in each case, within 20 Business Days of the Seller’s notice of non-acceptance pursuant to clause 5.4 (or such other time as the parties may agree in writing).
5.6 If the Seller is satisfied with the draft Completion Accounts and the draft Statement (either as originally submitted or after adjustments agreed between the Seller and the Buyer)...
Completion Accounts. 4.5.1 The Parties shall procure that the Completion Accounts and the Net Working Capital Statement are prepared and agreed or determined (as the case may be) in accordance with Schedule 9.
4.5.2 Following agreement or determination of the Completion Accounts and the Net Working Capital Statement, if the amount of the Completion Working Capital:
(a) exceeds the sum of €471,000, the Buyer shall pay to the Sellers on or before the Adjustment Date an amount equal to the excess; or
(b) is less than the sum of €371,000, the Sellers shall pay to the Buyer on or before the Adjustment Date an amount equal to the shortfall, together the “Net Working Capital Adjustment”.
4.5.3 An example of the calculation of the Completion Net Assets, for illustrative purposes only, is attached at Schedule 10.
4.5.4 Following agreement or determination of the Completion Accounts, the Actual Cash and Cash Equivalents as contained in the Completion Accounts shall be added to the Net Working Capital Adjustment and paid to the Sellers in accordance with Clause 4.5.5 on or before the Adjustment Date.
4.5.5 Any payment due to the Sellers under Clause 4.5.2(a) and 4.7.4, shall be made by electronic funds transfer to the Sellers’ Solicitor Account and any payment due to the Buyer under Clause 4.5.2(b) shall be made to a bank account notified by the Buyer to the Sellers.
Completion Accounts. The Completion Accounts shall be prepared in accordance with accounting principles and financial reporting standards stipulated under PRC laws and regulations, and shall be prepared on the same basis as the 2003 Audited Financial Statements, except as described in this Schedule. The Completion Accounts will comprise a consolidated balance sheet as at the Completion Accounts Date, and a consolidated profit and loss account for the period from the 2003 Audited Financial Statements Date until the Completion Accounts Date. All connected inter-company transactions and unrealized profits shall be eliminated from the consolidated financial statements. The Completion Accounts will be prepared on the accruals basis and going concern basis. A full inventory of all fixed assets will be made as part of the Completion Accounts process. Items shown in the ledgers which do not physically exist will be fully written off. If the Company can evidence its ownership of items which exist but which are not recorded on the ledgers then those items should be recognised at their depreciated net book value, taking into account the actual date of purchase and subject to review and verification of legal titles therefor. Fixed assets should be shown at their cost or valuation less depreciation. An assessment will be made of whether the valuation of any individual asset is impaired as at the Completion Accounts Date. If there is an indication that the value of an asset has been impaired, then it should be written down to its recoverable amount, being the higher of its value in use and its net selling price. Any encumbrance over any of the fixed assets will be fully disclosed. The cost of construction in progress incurred as at the Completion Accounts Date will be fully accrued. All projects which have been completed (as evidenced by the assets being put into use) shall be classified as "fixed assets" and depreciated from the date they were put into use. All commitments outstanding under contracts in progress will be fully disclosed. Any encumbrance over amounts recorded as "construction in progress" will be fully disclosed. Ownership of all intangible assets will be evidenced by documentation. Land Use Rights will be stated at their cost less amortisation (the amortisation period being the duration of the land use right). The value of other intangible assets will be tested for impairment using the same method as for fixed assets. Cash will be evidenced by bank statements, which will be...
Completion Accounts. 10 7. Adjustment of Consideration and Payment of Retained Consideration..................................12 8.
Completion Accounts. (a) The Parties shall engage the Independent Accountant to initiate the review of the Estimated Net Debt Amount, the Estimated Working Capital Amount and the Estimated Working Capital Adjustment Amount and the resulting calculation of the Estimated Closing Payment pursuant to Section 2.3 within ten (10) calendar days after the Closing Date, and procure the Independent Accountant to issue the draft Completion Accounts within sixty (60) days after the Closing, together with a description of the methodology used in preparation of the Completion Accounts. The Parties shall procure the Company to fully cooperate with the Independent Accountant in preparing the Completion Accounts, in particular, by fully providing all information necessary for the preparation of the Completion Accounts to the Independent Accountant during normal working hours. For purpose of this Section 2.5:
Completion Accounts. 1.1 The Completion Accounts shall consist of:
1.1.1 a Working Capital statement as at the Completion Accounts Date (the Working Capital Statement) which shall be prepared in the format shown in the Pro-Forma Working Capital Statement set out in part 3 of this schedule;
1.1.2 a Net Indebtedness statement as at the Completion Accounts Date (the Net Indebtedness Statement) which shall be prepared in the format shown in the Pro-Forma Net Indebtedness Statement set out in part 4 of this schedule; and
Completion Accounts. 11.1 Following Completion, the parties shall comply with their respective obligations set out in Schedule 8 (Completion Accounts).
11.2 Rosneft shall procure that the Sale Group has Cash balances as at the Completion Date of at least ***** that are freely available immediately following Completion for use by members of the Sale Group. Rosneft shall satisfy its procurement obligation described in the immediately preceding sentence by a contribution to the charter capital of the Company.
11.3 If a provision has been accrued in the Completion Accounts and included in the Completion Debt Amount for any loss-making contract(s) of the Sale Group in accordance with Paragraph 17 of Part C of Schedule 8 (Completion Accounts) (the "Loss Provision") then, to the extent that at any time after the Completion Date revised terms for any such contract are negotiated so that any such losses which have been provided for in the Completion Accounts are reduced partially or eliminated in full under the revised terms, then NADL undertakes to pay Rosneft within 15 Business Days of the entry into force of the revised terms of the relevant contract a cash amount equal to the lower of:
