Completion Adjustments Clause Samples
The Completion Adjustments clause defines how the final purchase price or other key terms are modified at the time of closing based on certain agreed-upon factors. Typically, this clause outlines adjustments for items such as working capital, cash, debt, or inventory levels, comparing actual figures at completion to target amounts set in the agreement. Its core practical function is to ensure that the parties receive fair value by accounting for changes in the business between signing and closing, thereby preventing disputes and aligning expectations.
Completion Adjustments. 8.1 Where any sums are taken into account in:
(a) the Working Capital Adjustment;
(b) the Billed Invoice Adjustment;
(c) the Petroleum Sales Adjustment;
(d) the NPR Adjustment;
(e) the Interest Adjustment;
(f) the Taxation Adjustment; (together, the Adjustments (with Adjustment meaning any or all of the above (as the context may require)), or are payable by the Buyer to ▇▇▇▇-▇▇▇▇▇ or by ▇▇▇▇-▇▇▇▇▇ to the Buyer pursuant to this clause 8, clause 10, Schedule 5 or Schedule 8 (together the Adjustment Clauses) or pursuant to a ▇▇▇▇-▇▇▇▇▇ Warranty Claim under clause 5 or a Buyer Warranty Claim under clause 6 or a payment under clause 12.4, the same shall operate by way of increases or decreases, as the case may be, in the Base Consideration.
8.2 The following principles shall apply in respect of the Adjustments and the Base Consideration:
(a) the Base Consideration shall be adjusted by the Adjustments;
(b) no item taken into account in calculating any one Adjustment or other increases or decreases as the case may be under the Adjustment Clauses or clause 5 or 6 or 12.4 shall be taken into account in calculating any of the other Adjustments so as to result in a Party making or receiving payment twice in respect thereof nor will any Party be entitled under clause 12 to reimbursement of any payment received from a third party to the extent such payment has been taken into account (to the benefit of that Party) in calculating any of the Adjustments;
(c) no adjustment to the Base Consideration shall be made in respect of any matters to which clauses 12.6 and 12.8 apply.
(a) ▇▇▇▇-▇▇▇▇▇ shall provide the Buyer with a written statement specifying its best estimate of the sum of all the Adjustments as at the Completion Date (the Interim Net Adjustment Amount) which if positive shall increase the Base Consideration payable by the Buyer at Completion and if negative shall reduce the Base Consideration payable by the Buyer at Completion.
(b) Such statement (the Interim Completion Statement) shall be provided no later than two (2) Business Days prior to Completion, in the format set out in Schedule 5.
8.4 Within sixty (60) days after Completion, and without prejudice to the provisions of clause 12, ▇▇▇▇-▇▇▇▇▇ shall provide the Buyer with a written statement (in the format set out in Schedule 5) giving its calculation of the final amounts of each of:
(a) the Adjustments save in relation to the Taxation Adjustment for which a reasonable estimate shall be calculated;
(b) the Ne...
Completion Adjustments. 9.1 The Vendor warrants to each of the Purchaser and (in relation to VDI and Visual Action (NZ)) Panavision that the Net Assets of the Group Companies at Completion comprising only the assets identified in the proforma statement of assets and liabilities in the Agreed Form (after excluding all net bank balances (being cash at bank less all monies owed to banks), liabilities in respect of finance leases and the inter-company balances of the respective Group Companies) all as derived from the Financial Statements to be prepared in accordance with clause 9.2 will be not less than (pound)28,718,000. HIDDEN TEXT
9.2.1 The Purchaser shall procure, as soon as practicable and in any event within 60 days after Completion, the preparation of the Financial Statements which shall be prepared, subject to clause 9.2.2, on the basis of the same accounting standards and principles as the Last Accounts.
9.2.2 The adjustments to be made in preparing the Financial Statements are the following:
9.2.2.1 any exchange rates used to calculate the assets and liabilities shall be those used at 31 December 1996 set out in the statement of agreed rates in the Agreed Form;
9.2.2.2 the tax rates set out in the table of rates in the Agreed Form shall be applied to the profit and loss before income taxes of the Group Companies in determining the provision for income taxes for the period since the Accounts Date;
9.2.2.3 net bank balances (being cash at bank less monies owed to banks) of the Group Companies shall be excluded;
9.2.2.4 all inter-company balances shall be excluded;
9.2.2.5 the same amounts in respect of deferred tax credits and debits of the Group Companies shall be included as the amounts provided at the Accounts Date; and
9.2.2.6 any liabilities of the Group Companies in respect of finance leases shall be excluded.
9.2.3 The Purchaser shall calculate the Net Assets from the Financial Statements and shall deliver to the Vendor copies of the Financial Statements and of their calculation.
Completion Adjustments. If the Completion of the Phase II Plan has not occurred (as finally determined pursuant to Section 7(j)) by March 1, 2009 (the “Phase II Deadline”), or by the Extended Phase II Deadline, if applicable pursuant to Section 7(j) hereof, the Phase II Purchase Price shall be reduced by an amount equal to 150% of the Unpaid Cost to Complete the Phase II Plan (such amount, the “Phase II Adjustment”). Phase II Buyer will then assume the Completion of the Phase II Plan within a commercially reasonable time, and the date upon which the Completion of the Phase II Plan is completed shall be the “Phase II Completion Date”. If the sum of (i) the actual cost of Completion of the Phase II Plan (the “Phase II Completion Cost”) plus (ii) a premium equal to (A) if a Seller Financing Requirement has not been met, 5% of the Phase II Completion Cost, or (B) if the Phase II Plan is not completed for any reason other than the failure of a Seller Financing Requirement, 10% of the Phase II Completion Cost (the “Phase II Premium”) is less than amount of the Phase II Adjustment, within five (5) Business Days following the Phase II Completion Date, Phase II Buyer shall pay to Seller an amount equal to the remainder. If the actual cost of Completion of the Phase II Plan plus the Phase II Premium is greater than the Phase II Adjustment (such excess, the “Unrecovered Phase II Costs”), Phase II Buyer shall not be obligated to pay any additional amount to Seller, and such difference shall be deducted from the Phase III Cash Consideration (and in such event, the “Phase III Purchase Price” shall mean such reduced amount, subject to further adjustment in accordance with Section 4(b)(ii)(C) or (D) below).
Completion Adjustments. A Completion Adjustment arises where:
(a) a statement set out in schedule 3 is not true, complete and accurate in all material respects at the date of this agreement; and
(b) as a result of any of those statements not being true, complete or accurate in all material respects at the date of this agreement, any of the following circumstance apply:
(i) the amount of net assets of the Company as at the Accounts Date if the statements had been true, complete and accurate is less than the amount of net assets disclosed in the Last Accounts—in which case, the amount of the Completion Adjustment is the amount of that difference;
(ii) the net profit of the Company would be less than the net profit would have been had the statement been true, complete and accurate—in which case, the amount of the Completion Adjustment is the amount of that difference; or
(iii) the net loss of the Company would be more than the net loss would have been had the statement been true, complete and accurate—in which case, the amount of the Completion Adjustment is the amount of that difference.
Completion Adjustments