Preparation of Completion Accounts. 2.1 The Buyer shall prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completion.
2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1.
2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report.
2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on the parties for the purpose of this agreement.
2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement.
2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5.
2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts....
Preparation of Completion Accounts. Following Completion the Seller and the Buyer must procure that the Completion Accounts are prepared and finalised in accordance with Schedule 5.
Preparation of Completion Accounts. The Buyer shall procure that Draft Completion Accounts are prepared in accordance with the provisions of this Part A of Schedule 4 and on the basis of the Accounting Policies.
Preparation of Completion Accounts. (a) Following Completion, the Purchaser shall procure that draft Completion Accounts (the “Draft Completion Accounts”) are prepared as soon as practicable and in any event within 40 Business Days after Completion. The Purchaser shall then procure that the Draft Completion Accounts shall be audited by the Company’s Auditors in accordance with the provisions of this Schedule 5 and shall request that the Company’s Auditors audit the Draft Completion Accounts within 20 Business Days of their receipt of the same.
(b) The Draft Completion Accounts are to include notes equivalent, to the extent appropriate, to those contained in the Accounts and the Company’s Auditors shall use the Draft Completion Accounts to prepare a statement setting out the Actual Net Debt and its components, the Net Indebtedness, the Actual Net Working Capital and Net Working Capital Adjustment (if necessary) (the “Draft Adjustment Statement”) as at the close of business on the Completion Date.
(c) The Draft Completion Accounts shall be prepared in accordance with Irish GAAP in a manner consistent with the preparation of the Accounts and in compliance with the succeeding provisions of this Schedule 5 and shall include sufficient back up documentation to fully explain the figures contained therein. The Draft Completion Accounts shall be in the format set out in the proforma Completion Account Schedule set out in Part II of this Schedule 5.
(d) The Draft Completion Accounts and Draft Adjustment Statement shall be delivered to the Vendors’ Representative and the Purchaser (each a party for the purpose of this schedule 5) as soon reasonably practicable and in any event no later than 90 Business Days after Completion.
Preparation of Completion Accounts. 8.1.1. The Purchaser shall procure that:-
(a) as soon as practicable following Completion (and, in any event, within ten (10) business days after Completion), a balance sheet for the Company as at the last day of the month before the month in which the Completion Date falls and a profit and loss account for the Company in respect of the period from the day immediately following the Balance Sheet Date to the Completion Date inclusive shall be prepared in accordance with the principles set out in paragraphs 1 to 5 of Schedule 11;
(b) the Auditors will, as part of their work on the audit for the period to 31 March 2006 be instructed to review such balance sheet and profit and loss account (together the “Completion Accounts”) and to issue a written statement of the net asset value of the Company as at the Completion Date as derived from the balance sheet (the “Net Asset Value Statement”); and
(c) as soon as practicable after the final form of the Net Asset Value Statement is issued by the Auditors, it shall be delivered to the Vendors and the Purchaser.
8.1.2. Unless within twenty (20) business days after receipt by the Purchaser of the Net Asset Value Statement pursuant to clause 8.1.1 the Purchaser notifies the Warrantors in writing of any disagreement or difference of opinion relating to the Completion Accounts and/or the Net Asset Value Statement, the parties shall be deemed to have accepted that the Completion Accounts and the Net Asset Value Statement are correct.
8.1.3. If within the period of twenty (20) business days referred to in clause 8.1.2 the Purchaser notifies the Vendors of any disagreement or difference of opinion relating to the Completion Accounts and/or the Net Asset Value Statement, the Warrantors and the Purchaser shall respectively use reasonable endeavours to resolve such disagreement or difference of opinion within twenty (20) business days after such notification.
8.1.4. If the Warrantors and the Purchaser are unable to reach agreement within twenty (20) business days after such notification, the matter in dispute shall be referred to the decision of an independent chartered accountant (the “Independent Accountant”) agreed between the parties or in the absence of such agreement appointed at the instance of either of them by the President for the time being of the Institute of Chartered Accountants in England and Wales.
8.1.5. The Independent Accountant shall act as expert and not as an arbitrator.
8.1.6. The Independent Accountant...
Preparation of Completion Accounts. The Completion Accounts and the net current asset statement shall be prepared:
Preparation of Completion Accounts. 2.1 The Buyer will procure that a draft of the Completion Accounts (the “Draft Completion Accounts”) and the Completion Statement (the “Draft Completion Statement”) be prepared, which the Buyer shall deliver to the Seller as soon as practicable and in any event no later than 50 Business Days after the Completion Date.
Preparation of Completion Accounts. Following Completion the Seller and the Buyer must procure that the Completion Accounts are prepared and finalised in accordance with Schedule 6.
Preparation of Completion Accounts. 1.1 The Buyer shall procure that a draft of the Completion Accounts (the “Draft Completion Accounts”) is prepared in accordance with paragraphs 4, 5, and 6 and delivered to the Seller Representative within 120 days following Completion.
1.2 In order to enable the Buyer to prepare the Draft Completion Accounts, the Sellers shall keep up-to-date and grant to the Buyer and its Representatives reasonable access, at reasonable times and on reasonable notice, to the books and records of the Group held by the Sellers and any other information of the Group held by the Sellers which may reasonably be required to enable the Buyer to prepare the Draft Completion Accounts. The Buyer and its Representatives shall have the right to take copies of any documents that they reasonably require and shall have such access to the Sellers as they reasonably require in order to enable them to prepare the Draft Completion Accounts.
Preparation of Completion Accounts. 10.1.1 As soon as practicable after the Completion Date, the Sellers shall (at the Company's expense) procure that the Company prepares accounts as at the close of business on the Completion Date and that the Buyer receives a copy as soon as practicable after such date.
10.1.2 The Completion Accounts shall consist of a balance sheet for the Company as at the close of business on the Completion Date and a profit and loss account for the Company in respect of the period from the day immediately following the Accounts Date to the Completion Date (the "COMPLETION ACCOUNTS PERIOD") and the Completion Accounts shall be prepared in accordance with the principles adopted by the Company in preparing the Accounts, including making a full provision in relation to Tax.
10.1.3 Unless within 10 Business Days after receipt of the Completion Accounts pursuant to clause 10.
1.1 the Buyer notifies the Sellers' Representatives in writing of any disagreement or difference of opinion relating to the Completion Accounts, the parties shall be deemed to have accepted such accounts as final and binding.
10.1.4 If within the period of 10 Business Days referred to in clause 10.
