Preparation of draft Completion Statement Clause Samples
The 'Preparation of draft Completion Statement' clause outlines the process by which a preliminary financial statement is created prior to the completion of a transaction, typically in the context of a business sale or asset transfer. This draft statement details the estimated financial position of the target entity as of the completion date, including adjustments for items such as working capital, debt, and cash. By establishing a clear and agreed-upon basis for the final purchase price adjustments, this clause helps prevent disputes and ensures both parties have a shared understanding of the financial terms at closing.
Preparation of draft Completion Statement. To enable the Actual Net Current Assets to be ascertained, as soon as reasonably practicable and by no later than on 15 March, 2009, the Sellers and the Purchaser shall co-operate and the Sellers shall procure that the Group Companies under supervision of the Sellers and it advisers prepare and deliver to the Sellers and the Purchaser a draft completion statement setting out the Actual Net Current Assets of the Group Companies as at Completion (the draft Completion Statement). The Draft Completion Statement shall show the items shown in Part 2 of this schedule and shall be prepared in accordance with the specific polices set out in Part 3 of this schedule and GAAP.
Preparation of draft Completion Statement. To enable the Actual Net Debt and the Actual Working Capital to be ascertained, as soon as reasonably practicable and by no later than 45 Business Days following Completion, and subject to the Purchaser complying with paragraph 4 of this Part 1, the Senior Managers shall prepare and, following approval of the same in writing by the Seller Representatives, the delivery to the Purchaser of a draft completion statement setting out the Net Debt and Working Capital of the Group Companies, and the calculation thereof, as at 11.59pm on the HSR Satisfaction Date (respectively the draft Completion Statement and the Effective Time). The draft Completion Statement shall be prepared substantially in the form set out in tabs ‘Detailed B-Sheet’ and ‘Group NWC’ of the Pro Forma Consideration Calculation Spreadsheet and shall be prepared in accordance with the following:
(a) the specific accounting policies, principles, practices, rules, categorisations, procedures, estimation techniques, methods and bases set out in Part 2 of this schedule;
(b) to the extent not covered by sub-paragraph 1(a) above, the same accounting policies, principles, practices, rules, categorisations, procedures, estimation techniques, methods and bases that were actually used by the Group Companies in the preparation of the Accounts as at the Accounts Date (including in relation to the exercise of accounting discretion, estimation methodology and judgement); and
(c) to the extent not covered by sub-paragraph 1(a) or sub-paragraph 1(b) above, GAAP in force at the Accounts Date. For the avoidance of doubt, the accounting policies etc. set out in sub-paragraph 1(a) of this schedule shall take priority over those policies etc. described in sub-paragraph 1(b) and 1(c) of this Part 1, and the accounting policies etc. described in sub-paragraph 1(b) shall take priority over those accounting policies etc. described in sub-paragraph 1(c).
Preparation of draft Completion Statement. Within sixty (60) calendar days after Completion, the Purchasers shall prepare and deliver to the Sellers a draft of the Completion Statement (the “Draft Completion Statement”) in respect of the Target Group as at the Effective Time and substantially in the form set out in Part D of this Schedule 8 specifying:
Preparation of draft Completion Statement. (a) The Buyer must:
(i) following Completion, prepare draft Completion Statements in accordance with this clause 6; and
(ii) use all reasonable endeavours to ensure that, as soon as practicable following Completion (but in any event no later than 30 Business Days after that date), such draft Completion Statements are delivered to the Seller.
(b) Within 10 Business Days of the receipt of the Completion Statements under clause 6.1(a)(ii), MGL will review, in consultation with the Chief Financial Officer of the Buyer, the draft Completion Statements then deliver to KPMG final Completion Statements prepared in accordance with the Completion Accounting Principles.
(c) The Seller must, and must procure the Group to, provide the Buyer such access to all its employees, accounts, records and such other documentation, and all such assistance, which the Buyer requires to comply with its obligations under this clause, at no cost to the Buyer.