Completion Balance Sheet. 7.1 The Buyer shall promptly following Completion procure that a balance sheet of the Company as at the Completion Date be prepared:
(a) subject to 7.1 (b)-(c) on a basis consistent in all material respects with the balance sheet of the Company comprised in the Accounts;
(b) but for the avoidance of doubt making full provision or accrual to reflect any Taxation liability payable by the Company after Completion but arising from an Event occurring on or before Completion;
(c) putting no value on Intellectual Property Rights, the development costs or any tangible assets of the Company;
(d) subject to 7.1 (a)-(c) stating the net asset value of the Company as at close of business on the date of Completion, and shall deliver a copy thereof to the Seller together with all working papers relating thereto promptly following Completion (the “Completion Balance Sheet”).
7.2 The Seller may within 21 days after receipt of the Completion Balance Sheet give notice to the Buyer as to whether it disagrees in any respect with the Completion Balance Sheet and if so shall state in reasonable detail the nature of its objection (a “Notice of Objection”). If no Notice of Objection is served within such period the Completion Balance Sheet shall be binding on the parties for the purposes of this clause 7.
7.3 If the Seller gives a Notice of Objection and the parties are able to agree their differences they shall draw up an amended balance sheet which they agree to substitute for the Completion Balance Sheet (the “Substitute Completion Balance Sheet”).
7.4 At any time after a Notice of Objection is served, either party may refer the matter to a partner in a firm of chartered accountants whose identity is agreed upon between them or in the absence of agreement is nominated by the President of the Institute of Chartered Accountants for England and Wales to resolve the matter (the “Expert”). The Expert shall act as an expert (not as an arbitrator) and shall be entitled to call for such written or oral evidence as he feels appropriate. The parties agree to provide all reasonable co-operation with the Expert and to provide such evidence or information as the Expert requires from time to time. However, the Expert shall be instructed to reach a conclusion within 28 days of the referral of the matter to him and to express such conclusion by way of amendments to or substitution of the Completion Balance Sheet with another balance sheet drawn up to close of business on the date of Completion...
Completion Balance Sheet. The draft Completion Balance Sheet (audited or unaudited, as the case may be), adjusted to reflect the item or items as agreed between the Vendors and the Purchasers in writing or as determined by the Independent Accountants shall constitute the Completion Balance Sheet for the purposes of this Agreement.
Completion Balance Sheet. The Vendor must as soon as reasonably possible after the Completion Date (and, in any event, within 42 Business Days after that date) prepare a special purpose proforma balance sheet relating to Inventory, trade debtors, Trade Creditors and Employee provisions (the Completion Balance Sheet Items) as at the Completion Date (Completion Balance Sheet):
Completion Balance Sheet. 5.1 Subject to clauses 5.2 and 5.3, the Buyer shall prepare a consolidated balance sheet of the Company as at 20 March 2000:
5.1.1 so as to comply with all legal requirements (including FRSs) then applying; and
5.1.2 otherwise in accordance with the same accounting policies, standards, principles, bases and methods as were applied in preparation of the Last Accounts.
5.2 The Sellers shall promptly and at their own cost provide all such assistance and explanations as the Buyer and its agents may reasonably require in connection the preparation of the Completion Balance Sheet.
5.3 The Buyer shall within 60 days of Completion prepare a draft of the Completion Balance Sheet (the "Buyer's Draft") and shall deliver a copy of it to the Sellers (or the Sellers' Accountants).
5.4 The Sellers shall review the Buyer's Draft and shall deliver to the Buyer within 21 days of the delivery to them of Buyer's Draft a report (the "Sellers' Report") signed by both Sellers setting out any matters of disagreement with the Buyer's Draft in sufficient detail to enable the Buyer to consider them. In the absence of a Sellers' Report being delivered by the Sellers to the Buyer within that period of 21 days, the Buyer's Draft shall be deemed to be agreed by all parties. All the items in the Buyer's Draft which are not specified in the Sellers' Report as being subject to disagreement shall be deemed to be agreed by the parties.
5.5 If and to the extent that any matter of disagreement in the Sellers' Report varies from the matter as stated in the Buyer's Draft, the matter in dispute shall (if not resolved between the parties) be referred to a firm of chartered accountants, nominated jointly by the Sellers and the Buyer or, failing nomination within 14 days after request by either the Sellers or the Buyer, nominated at the request of either party by the president of the Institute of Chartered Accountants in
Completion Balance Sheet. 8.1 Preparation of draft Completion Balance Sheet As soon as reasonably practicable but not later than 30 Business Days following Completion, the Vendors shall procure that the Target Companies prepare and deliver to the Purchasers an unaudited consolidated balance sheet of the Target Companies and Target Subsidiaries as at the Completion Date (the draft Completion Balance Sheet). The draft Completion Balance Sheet shall be prepared in the form and include the items set out in Schedule 8 and in accordance with the following:
(a) the specific policies set out in Schedule 8;
(b) to the extent not covered by (a), the accounting policies, principles, practices, evaluation rules and procedures, methods and bases adopted by the Target Companies or Target Subsidiaries in the preparation of the Accounts provided the same are consistent with Belgian GAAP in force at the Accounts Date. Following Completion, the Purchasers shall procure to give at all reasonable times during business hours on reasonable advance notice being given immediate and full access to the Vendors to the financial records and books of the Target Companies and Target Subsidiaries and if required by the Vendors, to organise meetings with any (financial) key person in the Target Companies and Target Subsidiaries with a view to facilitate the drafting of the draft Completion Balance Sheet.
8.2 Notification of disputed items Within 20 Business Days following delivery to the Purchasers of the draft Completion Balance Sheet, the Purchasers shall notify the Vendors of any item or items they wish to dispute together with the reasons for such dispute and a list of proposed adjustments. If, by the expiry of such period of 20 Business Days, no such notice is received by the Vendors or the Purchasers have notified the Vendors that there are no items they wish to dispute, the draft Completion Balance Sheet shall constitute the Completion Balance Sheet for the purposes of this Agreement and shall be binding on the Parties.
Completion Balance Sheet. 58 4. Properties..........................................................................................62 5.
Completion Balance Sheet. 21 9 Liabilities ..............................................22 10 Employees ................................................25 11 Debtors ..................................................27 12 Adverse claims resulting from Elcom Management actions ..
Completion Balance Sheet. As soon as practicable after Completion, the Purchaser will cause to be prepared (and the Vendor will provide all reasonable assistance in the preparation of) a consolidated statement of financial position (as that expression is understood for the purposes of Australian generally accepted accounting principles) for the Group as at the Completion Date (Completion Balance Sheet):
(a) so as (but subject to the provisions of this document) to present fairly the state of affairs, financial position and assets and liabilities of the Group as at the Completion Date; and
(b) otherwise in accordance with the Accounting Standards.
Completion Balance Sheet. 7.1 Subject to the Purchaser complying with its obligations under clause 7.4, the Vendor shall procure (to the extent it is reasonably able to do so) that promptly after Completion a Completion Balance Sheet is produced in accordance with the provisions of this clause 7. Such Completion Balance Sheet shall be prepared on the basis of the accounting policies and procedures set out in Schedule 8 (Completion Balance Sheet) and in the form set out in Schedule 10 (Form of Completion Balance Sheet).
7.2 The balance sheet and related notes comprising part of the Completion Balance Sheet shall be audited by the Vendor's Accountants (the DRAFT COMPLETION BALANCE SHEET) with a view to the Draft Completion Balance Sheet together with the respective report thereon of the Vendor's Accountants in draft form and the unaudited profit and loss account (and, for the avoidance of doubt, such profit and loss account shall not be required to be accompanied by notes in relation to it) being delivered to the Purchaser (with a copy to the Purchaser's Accountants) as soon as possible and in any event within forty (40) Business Days of the Completion Date. The fees and costs of the Vendor's Accountants for services in connection with this clause 7 shall be paid by the Vendor.
7.3 The management representation letters required in connection with the Draft Completion Balance Sheet and the Final Completion Balance Sheet shall be prepared in accordance with the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 85, MANAGEMENT REPRESENTATIONS, as amended, and shall be signed by the relevant management of the SF Group units and the Vendor. It is acknowledged and agreed that the management representation letter to be signed by CONFORMED COPY the Vendor and the relevant management of the SF Group units shall also extend to and cover events arising after Completion (SUBSEQUENT EVENTS).
Completion Balance Sheet. In this Schedule 7 the following words shall have the following meanings:
