Common use of Completion Statement Clause in Contracts

Completion Statement. 7.1 As soon as possible after the Completion Date the Vendor shall prepare and the Vendor and the Purchaser shall jointly instruct the Vendor's Accountants to certify a statement (the "Completion Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Statement shall be prepared in accordance with the principles set out in Schedule 3 and the Vendor's Accountants shall issue a certificate with respect thereto jointly addressed to each of the Vendor and the Purchaser. The Vendor and the Purchaser shall each afford every assistance and use all reasonable endeavours to ensure that the Completion Statement shall be prepared and delivered to the Vendor and the Purchaser as soon as possible after the Completion Date. 7.3 Subject to Clause 7.4, the certificate of the Vendor's Accountants referred to in sub-clause 7.1 as to the net amount payable pursuant to the Completion Statement shall be binding on the parties hereto and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly by the Vendor and the Purchaser or, failing such nomination within 14 days after the request of either of those parties to the other, nominated at the request of either of those parties by the President for the time being of the Institute of Chartered Accountants in England and Wales. The chartered accountant (howsoever appointed) shall act as an expert and not as an arbitrator and his or her decision as to the matter in dispute shall (in the absence of manifest error) be final and binding on the parties. In the event that the amount in dispute is determined by the expert to vary from the amount certified by the Vendor's Accountants by more than 5% of the certified amount, then the expert's fees shall be paid by the Vendor, but shall otherwise be paid by the Purchaser. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties in accordance with the provisions set out in Clauses 7.2 to 7.6

Completion Statement. 7.1 7.7.1 As soon as possible after per the Closing Date, a completion statement (“Completion Date Statement”) shall be prepared on an accrual basis (in Danish: “fuld periodiseret”) regarding allocation between the Vendor shall prepare Parties of costs, expenses, income, taxes (cf. Clause 7.7.2 below), and the Vendor like relating to the Business and the Purchaser shall jointly instruct the Vendor's Accountants to certify a statement Transferred Employees as follows: (the "Completion Statement"i) for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Statement shall be prepared include all current income accruing and expenditure incidental to the Business as well as prepaid costs and expenses paid by the Seller but relating to the period after the Closing Date. The Completion Statement shall in accordance with respect to the principles set out in Schedule 3 and the Vendor's Accountants shall issue a certificate with respect thereto jointly addressed to each Transferred Employees specify all accrued but not yet paid or exercised rights of the Vendor Transferred Employees as per the Closing Date, including documented accrued overtime not yet paid or taken as time off in lieu of overtime, accrued holiday entitlements, extra holidays and accrued benefits, all of which shall remain the Purchaser. The Vendor obligation of and shall be paid by the Purchaser shall each afford every assistance and use all reasonable endeavours to ensure that Seller in due course; (ii) the Completion Statement shall be prepared and delivered submitted by the Buyer to the Vendor Seller no later than forty-five (45) Business Days following the Closing Date. The Seller shall be granted reasonable access to all necessary information and the Purchaser as soon as possible after the Completion Date. 7.3 Subject to Clause 7.4, the certificate of the Vendor's Accountants referred to in sub-clause 7.1 as to the net amount payable pursuant documentation relating to the Completion Statement shall be binding on the parties hereto and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value.Statement; 7.4 The Purchaser shall notify the Vendor in writing within 14 business days (iii) no later than twenty (20) Business Days following receipt of receiving the Completion Statement either that it approves the Completion Statement, or the Seller shall provide written notice that it does not so approve it together the Seller disagrees with written details of the matters relating to the Completion Statement which it disputes.accompanied by a reasonably detailed substantiation thereof, otherwise the Completion Statement becomes final and binding on the Parties; 7.5 Any matter which (iv) if the Purchaser Seller within the twenty-day period provided for in romanette (iii) above disagrees with the Completion Statement, the Seller has the right to request a review of the calculation by an independent auditor appointed by FSR—Danish Auditors (in Danish: “FSR—Danske Revisorer”). If such review confirms the calculation or concludes that the correct result was within five per cent (5%) of the result in the Completion Statement, then the Seller shall dispute may be referred for final settlement pay all costs related to a chartered accountant nominated jointly the appointment of the auditor, otherwise the costs are payable by the Vendor and the Purchaser or, failing such nomination within 14 days after the request of either of those parties to the other, nominated at the request of either of those parties by the President for the time being of the Institute of Chartered Accountants in England and WalesBuyer. The chartered accountant (howsoever appointed) auditor’s calculation shall act as an expert and not as an arbitrator and his or her decision as to the matter in dispute shall (in the absence of manifest error) be final and binding on the parties. In Parties; and (v) the event balance of the Completion Statement shall be settled by payment made in cash from the respective Party directly to the appropriate payee within thirty (30) days. 7.7.2 Specifically in respect to taxes the Parties agree that all taxes related to the amount in dispute is determined Business accrued or accruable with respect to events occurring prior to the close of business on the Closing Date shall be borne by the expert Seller. For this purpose, the Closing Date shall be treated as the last day of a taxable period, whether or not the taxable period in fact ends on such date. All taxes related to vary from the amount certified Business accrued or accruable with respect JKM/JKM/1037031 15 MAY 2016 to events occurring after the close of business on the Closing Date will be borne by the Vendor's Accountants by more than 5% Buyer. Real and personal property taxes with respect to any Assets for any taxable period commencing prior to the Closing Date and ending after the Closing Date shall be prorated based on the ratio of number of days in the certified amountpre-Closing period to the number of days in the actual taxable period with respect to which tax is assessed, then irrespective of when such taxes are due, become a lien or are assessed. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used or transferred. All other taxes shall accrue in accordance with generally accepted accounting principles. The Party responsible for bearing the expert's fees relevant taxes will file all necessary tax returns and other documentation in connection with the taxes and charges encompassed in this Clause 7.6.2, and the costs of preparing and making such filing shall be paid by the Vendor, but shall otherwise be paid by the Purchasersuch Party if and when due. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties in accordance with the provisions set out in Clauses 7.2 to 7.6

Completion Statement. 7.1 As 5.1 The Purchaser shall, as soon as possible reasonably practicable after Completion and in any event by 31 August 2002, prepare and submit to the Vendor a draft of the Completion Date Statement (“the Vendor shall prepare and the Vendor and the Purchaser shall jointly instruct the Vendor's Accountants to certify a statement (the "Completion Draft Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation”). The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Draft Statement shall be prepared in accordance with Schedule 5. 5.2 The Vendor shall within 20 Business Days after receipt of the principles set out Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all such assistance and access to all such information in Schedule 3 the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor's Accountants shall issue a certificate with respect thereto jointly addressed to each of the Vendor and the Purchaser. The Vendor and Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser shall each afford every assistance and use all reasonable endeavours to ensure that submit the Completion Draft Statement shall be prepared and delivered to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as soon as possible after to any matter relevant to the Completion Date. 7.3 Subject to Clause 7.4, Draft Statement remaining unresolved at the certificate expiry of the Vendor's Accountants period of 10 Business Days referred to in sub-clause 7.1 Clause 5.3 (or such longer period as to the net amount payable pursuant to the Completion Statement Parties may agree) such failure or dispute shall be binding on the parties hereto and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days referred to an independent firm of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, failing in the event of a failure to agree upon the identity of such nomination independent firm within 14 days after the request 10 Business Days of either Party nominating a firm, to an independent firm of those parties to the other, nominated at the request of either of those parties chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales. Wales on the application of either the Vendor or the Purchaser. 5.5 The independent firm of chartered accountant (howsoever appointed) accountants referred to in Clause 5.4 shall act as an expert and not as an arbitrator and his or her decision as to determine the matter in dispute shall (Completion Statement which, save in the absence case of manifest error) , will be final and binding on the partiesParties. In The Vendor and the event Purchaser shall procure that such firm is given all such assistance and access to all such information in the Vendor’s possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in dispute is determined clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the expert Purchaser to vary the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the amount certified Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor's Accountants by more than 5% of Vendor as set out in clause 5.7. If the certified amount, then Completion Statement shows a payment due from the expert's fees shall be paid by Purchaser to the Vendor, but shall otherwise be paid by the Purchaser. 7.6 Following settlement of any such matter which Vendor under Clause 5.8 the Purchaser shall have disputed (whether settled pursuant pay or procure that there is paid to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement Vendor’s Solicitors as set out in accordance Clause 4.1.3.1 such sum as is sufficient to cover such payment together with this Clause 7 but not included at the time it was calculated, or to rectify entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any miscalculation not identified at the time the Completion Statement was calculated deductions made in accordance with Clause 7, and such correction and . If the Completion Statement shows that no adjustment shall be agreed by to the parties Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the provisions Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 7.2 5.7 to 7.65.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 7.1 As Either on or as soon as possible reasonably practicable after Completion, and in any event within 15 Business Days thereof, the Completion Date the Vendor Purchaser shall prepare and submit to the Vendor and a draft of the Purchaser shall jointly instruct Completion Statement ("the Vendor's Accountants to certify a statement (the "Completion Draft Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of ), such calculationDraft Statement to be prepared as at 31 May 2003. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Draft Statement shall be prepared in accordance with Schedule 8 (and in the principles set out format of the Annexure thereto) and shall give a figure for the Completion Working Capital and Actual Completion Net Indebtedness. 7.2 Within 15 Business Days after receipt of the Draft Statement, the Vendor shall give written notice to the Purchaser, stating whether or not it proposes any amendments to the Draft Statement and stating in Schedule 3 reasonable detail the background and reasons for each item of disagreement and the Vendorrevised figures believed by the Vendor to be correct (together "the matters in dispute"). During this 15 Business Day review period the Purchaser shall give all reasonable assistance and access to all such information and persons in the Purchaser's Accountants possession or control as the Vendor may reasonably require (with the right to make copies of any such information) in order to enable it to reach its decision. 7.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement, or if the Vendor fails to give written notice of disagreement within the time permitted by Clause 7.2, then the Draft Statement shall issue a certificate with respect thereto jointly addressed constitute the Completion Statement for the purposes of this Agreement and shall be final and binding on the Parties in the absence of manifest error. If the Vendor gives written notice of matters in dispute, the Purchaser and the Vendor shall, within the period of 15 Business Days after receipt of such notice, seek to each agree the matters in dispute and the proposed amendments. 7.4 If any matter in dispute remains unresolved at the expiry of the period of 15 Business Days referred to in Clause 7.3 such failure or dispute shall (at the election of either of the Vendor and the Purchaser. The Vendor ) be referred to an independent firm of chartered accountants agreed by the Purchaser and the Purchaser shall each afford every assistance and use all reasonable endeavours to ensure that the Completion Statement shall be prepared and delivered to the Vendor and the Purchaser as soon as possible after the Completion Date. 7.3 Subject to Clause 7.4, the certificate within 5 Business Days of the Vendor's Accountants referred to in sub-clause 7.1 as to the net amount payable pursuant to the Completion Statement shall be binding on the parties hereto and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days such failure or notification of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly by the Vendor and the Purchaser or, failing such nomination in the event of a failure to agree within 14 days after the request 5 Business Days, by an independent firm of either of those parties to the other, nominated at the request of either of those parties chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and WalesWales on the application of either the Purchaser or the Vendor. Such independent firm of chartered accountants shall determine the Completion Statement. The chartered accountant fees of any such firm of independent accountants shall be paid by the Purchaser and/or the Vendor in the proportions determined by the independent accountant. The Vendor and the Purchaser and the Vendor shall procure that such firm of independent accountants is given all such assistance and access to all such information in the Purchaser's or (howsoever appointedas the case may be) the Vendor's possession or control as such firm may reasonably require in order to determine the Completion Statement. Any firm appointed under this Clause shall act as an expert experts and not as an arbitrator arbitrators and his or her decision as to their determination shall be binding on the matter in dispute shall (Parties in the absence of manifest error) be final and binding on the parties. In the event that the amount in dispute is determined by the expert to vary from the amount certified by the Vendor's Accountants by more than 5% of the certified amount, then the expert's fees shall be paid by the Vendor, but shall otherwise be paid by the Purchaser. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties in accordance with the provisions set out in Clauses 7.2 to 7.6

Completion Statement. 7.1 As soon as possible after the Completion Date the Vendor shall prepare and the Vendor 4.1. The Vendors and the Purchaser shall jointly instruct the Vendor's Accountants to certify a statement (the "Completion Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour use all reasonable endeavours to procure that any information reasonably required by that, promptly after Completion, a Completion Statement is prepared in accordance with the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose provisions of calculating the net amount payable described in sub-Clause 7.1, the this clause 4. Such Completion Statement shall be prepared in accordance with on the principles basis of the accounting policies and procedures set out in Schedule 3 and 4. 4.2. The Purchaser shall arrange for a draft Completion Statement to be prepared by the VendorPurchaser in conjunction with the Purchaser's Accountants and shall issue procure that the same is delivered to the Vendors (with a certificate with respect thereto jointly addressed copy to each the Vendors' Accountants) within 30 days of the Vendor and the PurchaserCompletion. 4.3. The Vendor and Vendors shall notify the Purchaser within 30 days of receipt of such draft Completion Statement whether or not they accept it for the purposes of this Agreement. 4.4. If the Vendors notify the Purchaser that it does not accept such draft Completion Statement: (a) it shall each afford every assistance set out in reasonable detail its reasons for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Statement in order to comply with the requirements of this Agreement; and (b) the parties shall use all reasonable endeavours (in conjunction with the Vendors' Accountants and the Purchaser's Accountants) to ensure that meet and discuss the objections of the Vendors and to reach agreement upon the adjustments (if any) required to be made to the draft Completion Statement. 4.5. If the Vendors are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Vendors and the Purchaser) or if the Vendors fail to notify the Purchaser of their non-acceptance of the draft Completion Statement within the 30 day period referred to in clause 4.3, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement shall be prepared and delivered to for the Vendor purposes of this Agreement. 4.6. If the Vendors and the Purchaser do not reach agreement within 30 days of the Vendors' notice of non-acceptance under clause 4.4, then the matters in dispute shall be referred as soon as possible after practicable following the Completion Date. 7.3 Subject to Clause 7.4expiration of such 30 day period, the certificate of the Vendor's Accountants referred to in sub-clause 7.1 as to the net amount payable pursuant to the Completion Statement shall be binding on the parties hereto and the amount due shall application of either party, for determination by an independent firm of internationally recognised chartered accountants to be paid agreed upon by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly by the Vendor Vendors and the Purchaser or, failing agreement within five Business Days of such nomination within 14 days after application, to be selected upon the request application of either of those parties to the other, nominated at the request of either of those parties any party by the President for the time being of the Institute of Chartered Accountants in England and WalesWales within ten Business Days of such application. The chartered accountant following terms of reference shall apply: (howsoever appointeda) the Purchaser's Accountants and the Vendors' Accountants shall each promptly (and in any event, within 30 Business Days of the selection of the independent firm in accordance with the provisions of this clause 4.6) prepare a written statement on the matters in dispute which (together with the relevant documents) shall be submitted to such independent firm for determination (in each case, such party's "Submission"); (b) in giving such determination (which shall be required to be delivered within 45 days of the date on which the Vendors' Submission was delivered), the firm shall state what adjustments (if any) are necessary to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement; (c) any such firm shall act as an expert (and not as an arbitrator arbitrator) in making any such determination which shall be final and his binding on the parties (the "Determination"); (d) the expenses of any Determination by an independent firm of accountants shall be borne by the party (being either the Purchaser or her decision as the Vendors) whose proposal for Working Capital and Net Indebtedness contained within their Submission is closest to the matter independent firm's Determination in dispute shall respect of Working Capital and Net Indebtedness. 4.7. If the Vendors and the Purchaser reach (or pursuant to clause 4.5 are deemed to reach) agreement on the Completion Statement or the Completion Statement is finally determined at any stage in the absence procedures set out in this clause 4: (a) the Completion Statement as so agreed or determined shall be the Completion Statement for the purposes of manifest error) this Agreement and shall be final and binding on the parties; and (b) the amount of the Working Capital and Net Indebtedness shall be derived from the Completion Statement. 4.8. In The Purchaser shall procure that each Group Company provides the event Vendors' Accountants with such access to the employees, accounts, working papers and other financial information of the relevant Group Company as is reasonably necessary for the purposes of this Agreement. Each party shall similarly use all reasonable endeavours to ensure that the amount in dispute is determined by the expert to vary from the amount certified by the VendorPurchaser's Accountants by more than 5% and the Vendors' Accountants each have such access to all relevant working and other papers of the certified amount, then other as is reasonably necessary for the expert's fees shall be paid by the Vendor, but shall otherwise be paid by the Purchaserpurposes of this Agreement. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties in accordance with the provisions set out in Clauses 7.2 to 7.6

Completion Statement. 7.1 As soon as possible The Seller shall procure that within sixty (60) Business Days after the Completion Date Date, a draft Completion Statement and a draft Completion Accounts setting out: (a) the Vendor shall prepare and Debt; (b) the Vendor and Cash; (c) the Purchaser shall jointly instruct Intra-Group Payables; (d) the Vendor's Accountants to certify a statement Intra-Group Receivables; and (e) the "Completion Statement") for the purposes Working Capital; as at close of calculating and certifying the net amount payable business on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1Completion Date, the Completion Statement shall be are prepared in accordance with the principles provisions of this clause 7 and more generally, of this Agreement, and a copy delivered to the Buyer. The Completion Statement and the Completion Accounts shall be prepared on the basis of the Accounting Policies. 7.2 Subject to clause 7.6(e), the Seller and the Buyer shall each bear their own costs and expenses (including the fees and expenses of their legal counsel and accountants) arising out of the preparation and review of the Completion Statement and the Completion Accounts (and drafts thereof). 7.3 The Buyer shall notify the Seller in writing within thirty (30) Business Days of receipt of such draft Completion Statement and draft Completion Accounts whether or not it accepts the draft Completion Statement and draft Completion Accounts for the purposes of this Agreement. 7.4 If the Buyer notifies the Seller that it does not accept such draft Completion Statement and draft Completion Accounts: (a) it shall, at the same time as it notifies the Seller that it does not accept such draft Completion Statement and draft Completion Accounts, set out in Schedule 3 such notice in writing, together with supporting documentation, its reasons for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Statement and draft Completion Accounts, and therefore to the calculation of the Debt and/or the Cash and/or the Intra-Group Payables and/or the Intra-Group Receivables and/or the Working Capital, in order to comply with the requirements of this Agreement. All items which are not specifically disagreed by the Buyer in its notice shall be deemed to be agreed upon by the Parties for the purposes of this Agreement; and (b) the Buyer and the Vendor's Accountants Seller shall issue a certificate with respect thereto jointly addressed to each of the Vendor and the Purchaser. The Vendor and the Purchaser shall each afford every assistance and use all reasonable endeavours to: (i) meet and discuss the objections of the Buyer; and (ii) try to ensure reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and therefore the draft Completion Statement, in each case, within twenty (20) Business Days of the Buyer’s notice of non-acceptance pursuant to clause 7.3 (or such other time as the Buyer and the Seller may agree in writing). 7.5 If the Buyer is satisfied with the draft Completion Accounts and the draft Completion Statement (either as originally submitted by the Seller or after adjustments agreed between the Seller and the Buyer pursuant to clause 7.4(b) above) or if the Buyer fails to notify the Seller of its non-acceptance of the draft Completion Accounts and the draft Completion Statement within the thirty (30) Business Days period referred to in clause 7.3, then the draft Completion Accounts and the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Completion Statement, and therefore the Debt and/or the Cash and/or the Intra-Group Payables and/or the Intra-Group Receivables and/or the Working Capital, for the purposes of this Agreement. 7.6 If the Seller and the Buyer do not reach agreement within the twenty (20) Business Day period referred to in clause 7.4(b) (or such other time as the Seller and the Buyer 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 either the Seller or the Buyer, via a “référé”proceeding request, by the President of the Tribunal de Commerce of Paris (the “Expert”). The following provisions shall apply to such determination: (a) the Buyer and/or the Buyer’s accountants and the Seller and/or the Seller’s accountants shall each promptly (and in any event within such time frame as reasonably enables the Expert to make its decision in accordance with the time frame set down in clause 7.6(b)) prepare and deliver to the Expert a written statement on the matters in dispute (together with the relevant documents, including the draft Completion Accounts and the draft Completion Statement and the notice sent by the Buyer pursuant to clause 7.4(a) above); (b) the Expert shall be requested to give its decision within twenty (20) Business Days (or such later date as the Expert determines) of confirmation and acknowledgement by the Expert of its appointment hereunder; (c) in giving such determination, the Expert shall state what adjustments (if any) are necessary to the draft Completion Accounts and the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement; (d) the Expert shall act pursuant to the provisions of Article 1592 of the French Code Civil in making any such determination which shall be final and binding on the Parties (in the absence of manifest error); (e) each Party shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the Expert shall be borne between the Seller and the Buyer in such proportions as the Expert shall in its discretion determine or, in the absence of any such determination, equally between the Seller and the Buyer. 7.7 When the Seller and the Buyer reach (or pursuant to clause 7.5 are deemed to reach) agreement on the Completion Accounts and the Completion Statement or when the Completion Accounts and the Completion Statement are finally determined at any stage in accordance with the procedures set out in this clause 7: (a) the Completion Accounts and the Completion Statement as so agreed or determined shall be the Completion Accounts and the Completion Statement for the purposes of this Agreement and shall be final and binding on the Parties; and (b) the Debt, the Cash, the Intra-Group Payables, the Intra-Group Receivables and the Working Capital in each case, as at the close of business on the Completion Date, shall be as set out in the Completion Statement. 7.8 The Seller shall procure that each member of the Seller’s Group shall, and the Buyer shall procure that any Group Company and its and their respective directors, officers, employees and auditors shall, promptly provide each other, their respective advisers, the Expert, the Buyer’s accountants and the Seller’s accountants with all information (in their respective possession or control) relating to the operations of any Group Company, as the case may be, including access at all reasonable times to all Group employees, books, records, relevant working papers and files of the auditors of the Group, and other relevant information and all co-operation and assistance, as may in any such case be reasonably required to: (a) enable the production of and the review of the Completion Accounts and the Completion Statement; and (b) enable the Expert to determine the Completion Accounts and the Completion Statement. The Seller and the Buyer hereby authorise each other, their respective advisers and the Expert to take copies of all information which they have agreed to provide under this clause 7.8; provided that the Seller and the Buyer shall instruct the Expert to keep such information confidential. 7.9 The Completion Accounts and the Completion Statement shall be prepared and delivered to shall be used for the Vendor exclusive purpose of determining the Debt, the Cash, the Intra-Group Receivables, the Intra-Group Payables and the Purchaser Working Capital as soon as possible after at the close of business on Completion Date. 7.3 Subject to Clause 7.4, the certificate of the Vendor's Accountants referred to in sub-clause 7.1 as to the net amount payable pursuant without any representation or warranty by either Party with respect to the Completion Statement shall be binding on the parties hereto Accounts and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly by the Vendor and the Purchaser or, failing such nomination within 14 days after the request of either of those parties to the other, nominated at the request of either of those parties by the President for the time being of the Institute of Chartered Accountants in England and Wales. The chartered accountant (howsoever appointed) shall act as an expert and not as an arbitrator and his or her decision as to the matter in dispute shall (in the absence of manifest error) be final and binding on the parties. In the event that the amount in dispute is determined by the expert to vary from the amount certified by the Vendor's Accountants by more than 5% of the certified amount, then the expert's fees shall be paid by the Vendor, but shall otherwise be paid by the Purchaser. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser), the Completion Statement shall be finalised in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties in accordance with the provisions set out in Clauses 7.2 to 7.6

Completion Statement. 7.1 As soon as possible 9.1 Forthwith after Completion, the Purchaser shall prepare a draft of the Completion Date Statement (the Vendor “Draft Completion Statement”) and shall prepare procure that it is delivered to the Sellers’ Representative for review within thirty (30) days from Completion. 9.2 The Completion Statement shall be calculated in accordance with the policies, practices and procedures set out in Schedule 6 (Completion Statement). 9.3 Subject to clause 9.7.5, the Vendor Beneficial Sellers and the Purchaser shall jointly instruct each bear their own costs and expenses arising out of the Vendor's Accountants preparation and review of the Completion Statement. 9.4 The Sellers’ Representative shall notify the Purchaser in writing within thirty (30) days of receipt of the draft Completion Statement of whether or not the Beneficial Sellers accept the draft Completion Statement for the purposes of this Agreement. 9.5 If the Sellers’ Representative notifies the Purchaser that the Beneficial Sellers do not accept the draft Completion Statement: 9.5.1 she shall, at the same time as she notifies the Purchaser that the Beneficial Sellers do not accept the draft Completion Statement, set out in such notice in writing reasons for such non-acceptance and specify the adjustments which, in the Beneficial Sellers’ opinion, should be made to certify a statement the draft Completion Statement in order to comply with the requirements of this Agreement (“Notice of Disagreement”); and 9.5.2 the Sellers’ Representative and the Purchaser shall use all reasonable endeavours to: (a) meet and discuss the objections of the Beneficial Sellers; and (b) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Statement, in each case, within twenty one (21) days of the Notice of Disagreement. Any matters which are not included in the Notice of Disagreement shall be deemed to have been accepted by the Beneficial Sellers. 9.6 If the Beneficial Sellers are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers’ Representative and the Purchaser) or if the Sellers’ Representative fails to notify the Purchaser of the Beneficial Sellers’ non-acceptance of the draft Completion Statement in accordance with clause 9.4 within the thirty (30) day period referred to in clause 9.4, then the draft Completion Statement (incorporating any agreed adjustments) shall be deemed to constitute the Final Completion Statement (the "“Final Completion Statement"”) for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completedthis Agreement. 7.2 For 9.7 If the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Statement shall be prepared in accordance with the principles set out in Schedule 3 and the Vendor's Accountants shall issue a certificate with respect thereto jointly addressed to each of the Vendor and the Purchaser. The Vendor Sellers’ Representative and the Purchaser shall each afford every assistance and use all reasonable endeavours do not reach agreement within the twenty one (21) day period referred to ensure that in clause 9.5.2 (or such other time as the Completion Statement shall be prepared and delivered to the Vendor Sellers’ Representative and the Purchaser as soon as possible after may agree in writing) then the Completion Date. 7.3 Subject to Clause 7.4, the certificate of the Vendor's Accountants referred to matters in sub-clause 7.1 as to the net amount payable pursuant to the Completion Statement dispute (and only those) shall be binding referred, on the parties hereto and application of either the amount due shall Sellers’ Representative or the Purchaser, for determination by an independent firm of internationally recognised chartered accountants to be paid agreed upon by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to a chartered accountant nominated jointly by the Vendor Sellers’ Representative and the Purchaser or, failing such nomination within 14 days after agreement, to be selected, on the request application of either of those parties to the otherSellers’ Representative or the Purchaser, nominated at the request of either of those parties by the President for the time being of the Institute of Chartered Accountants in England and WalesWales or his duly appointed deputy (the “Expert”). The chartered accountant (howsoever appointed) following provisions shall act as an expert and not as an arbitrator and his or her decision as apply to such determination: 9.7.1 the matter in dispute shall (in the absence of manifest error) be final and binding on the parties. In the event that the amount in dispute is determined by the expert to vary from the amount certified by the Vendor's Accountants by more than 5% of the certified amount, then the expert's fees shall be paid by the Vendor, but shall otherwise be paid by Purchaser and/or the Purchaser. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor ’s accountants and the Purchaser), Sellers’ Representative and/or the Completion Statement Beneficial Sellers’ accountants shall be finalised each promptly (and in accordance with that settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject any event within such time frame as reasonably enables the Expert to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the calculation of the Completion Statement in accordance with this Clause 7 but not included at the time it was calculated, or to rectify any miscalculation not identified at the time the Completion Statement was calculated in accordance with Clause 7, and such correction and adjustment shall be agreed by the parties make its decision in accordance with the provisions time frame set out in Clauses 7.2 to 7.6clause 9.