Common use of PREPARATION OF THE COMPLETION STATEMENT Clause in Contracts

PREPARATION OF THE COMPLETION STATEMENT. 1. The Purchaser shall, or shall procure that the Purchaser’s accountants shall, after Completion prepare a draft statement (the Completion Statement) showing the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 (Form of Completion Statement). The Purchaser shall deliver the draft Completion Statement to the Sellers within 45 Business Days after Completion. 2. The Sellers shall notify the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept the draft Completion Statement for the purposes of this agreement. An Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) which, in the Sellers’ opinion, should be made to the draft Completion Statement in order for it to comply with the requirements of this agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the draft Completion Statement in full. 3. If the Sellers serve an Objection Notice in accordance with paragraph 2, the Purchaser and the Sellers shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to the draft Completion Statement, in each case within 10 Business Days after receipt by the Purchaser of the Objection Notice. 4. If the Sellers are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers and the Purchaser pursuant to paragraph 3) or if the Sellers fail to give a valid Objection Notice within the 20 Business Day period referred to in paragraph 2, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this agreement. 5. If the Sellers and the Purchaser do not reach agreement within 10 Business Days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by such independent firm of chartered accountants of international standing as the Sellers and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the Firm). The following provisions shall apply once the Firm has been appointed: (a) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this agreement, to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this agreement and to determine finally the Completion Statement and the reasons for such adjustments; and (b) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 6. The Sellers and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Completion Statement. The fees and expenses of the Firm shall be borne equally between the Sellers on the one hand and the Purchaser on the other or in such other proportions as the Firm shall determine. (a) To enable the Sellers to meet their obligations under this Schedule 8, the Purchaser shall provide to the Sellers and the Sellers’ accountants full access to the books and records, employees and premises of the Group Companies and, where relevant, of members of the Purchasers’ Group to the date that the draft Completion Statement is agreed or determined. (b) If the Sellers serve an Objection Notice: (i) they shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers and the Sellers’ accountants’ working papers (subject to executing customary hold harmless letters) relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Sellers in relation to the Completion Statement; and (ii) the Purchaser shall ensure that the Sellers and the Sellers’ accountants shall be given reasonable access to the Purchaser and the Purchaser’s accountants’ working papers (subject to executing customary hold harmless letters) relating to any adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Purchaser in relation to the Completion Statement. (c) The Sellers shall co operate fully with the Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Purchaser to facilitate the preparation, agreement and/or determination of the Completion Statement. (d) The Purchaser shall co operate fully with the Sellers and shall permit the Sellers and/or the Sellers’ accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Sellers to facilitate the preparation, agreement and/or determination of the Completion Statement. 7. When the Completion Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Completion Statement as the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables for each Group Company shall be final and binding for the purposes of this agreement.

PREPARATION OF THE COMPLETION STATEMENT. 1. 3.1 The Purchaser shallBuyer must prepare, or shall must procure that the Purchaser’s accountants shallpreparation of, after Completion prepare a draft statement (the Completion Statement) showing the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 (Form of Completion Statement). The Purchaser shall deliver the draft Completion Statement to the Sellers within 45 Business Days after Completion. 2. The Sellers shall notify the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept the draft Completion Statement for the purposes of this agreement. An Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) whicheach Target Group Company and, in aggregate the Sellers’ opinionTarget Group, should be made to the draft Completion Statement and must deliver it (in order for it to comply with the requirements of this agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the draft Completion Statement in full. 3. If the Sellers serve an Objection Notice aggregate) (in accordance with paragraph 2, the Purchaser and the Sellers shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments clause 12 (if anyNotices)) required to be made to the draft Completion Statement, in each case within 10 Business Days after receipt by the Purchaser of the Objection Notice. 4. If the Sellers are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers and the Purchaser pursuant to paragraph 3) or if the Sellers fail to give a valid Objection Notice within the 20 Business Day period referred to in paragraph 2, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this agreement. 5. If the Sellers and the Purchaser do not reach agreement within 10 Business Days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by such independent firm of chartered accountants of international standing as the Sellers and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the Firm). The following provisions shall apply once the Firm has been appointed: (a) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this agreement, to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this agreement and to determine finally the Completion Statement and the reasons for such adjustments; and (b) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 6. The Sellers and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Completion Statement. The fees and expenses of the Firm shall be borne equally between the Sellers on the one hand and the Purchaser on the other or in such other proportions as the Firm shall determine. (a) To enable the Sellers to meet their obligations under this Schedule 8, the Purchaser shall provide to the Sellers and the Sellers’ accountants full Accountants within 45 Business Days of the Completion Date. 3.2 The Sellers must procure that the Buyer and/or the Buyer’s Accountants are given such assistance and access to information as may be reasonably requested by the books and records, employees and premises Buyer and/or the Buyer’s Accountants for the purposes of the Group Companies and, where relevant, of members of the Purchasers’ Group to the date that preparing the draft Completion Statement is agreed or determinedwithin the period referred to in paragraph 3.1. 3.3 The Sellers will have 20 Business Days (b) starting on the first Business Day after delivery of the draft Completion Statement (“Objection Period”), to agree or dispute the draft Completion Statement. If the Sellers dispute the draft Completion Statement they must, within the Objection Period, serve an Objection on the Buyer a notice to that effect setting out, in reasonable detail, each area in dispute, the reasons why the treatment does not comply with the requirements of this Agreement, and quantifying, where possible, the adjustments that it considers should be made (“Dispute Notice:”). 3.4 The Buyer must procure (i) they shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers and the Sellers’ accountants’ working papers (subject extent it can do so, having made all reasonable efforts to executing customary hold harmless lettersdo so) relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Sellers in relation to the Completion Statement; and (ii) the Purchaser shall ensure that the Sellers and the Sellers’ accountants shall be given reasonable access to the Purchaser and the Purchaser’s accountants’ working papers (subject to executing customary hold harmless letters) relating to any adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Purchaser in relation to the Completion Statement. (c) The Sellers shall co operate fully with the Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Purchaser to facilitate the preparation, agreement and/or determination of the Completion Statement. (d) The Purchaser shall co operate fully with the Sellers and shall permit the Sellers and/or the Sellers’ accountants Accountants are given such assistance and access to take copies (including electronic copies) of the relevant books and records and shall provide all assistance information as may be reasonably requested by the Sellers to facilitate and/or the preparationSellers’ Accountants for the purposes of determining, agreement and/or determination of within the Completion Statement. 7. When Objection Period, whether the draft Completion Statement has been agreed properly prepared. 3.5 If the Sellers have not delivered a Dispute Notice to the Buyer during the Objection Period or determined in accordance with if, before expiry of the preceding paragraphsObjection Period, then the amounts shown in Sellers serves written notice on the Buyer that they agree the draft Completion Statement as (an “Acceptance Notice”), the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables for each Group Company shall draft Completion Statement will be final and binding for on the purposes Buyer and the Sellers on the earlier of: (a) the expiry of the Objection Period; or (b) the date of delivery of the Acceptance Notice. 3.6 The costs of preparing the Completion Statement will be borne by the Buyer, and the Sellers will bear the costs of its review of it. Unless otherwise directed by the Expert under paragraph 4, each party will bear all other costs incurred by them in connection with this agreementschedule. 3.7 If the Sellers serve a Dispute Notice, the Buyer and the Sellers must use their reasonable endeavours in conjunction with the Buyer’s Accountants and the Sellers’ Accountants to reach agreement as to the matter or matters in dispute within 20 Business Days of the date of delivery of such Dispute Notice (“Resolution Period”). All items other than those included in the Dispute Notice will be deemed to be agreed. 3.8 If, before the expiry of the Resolution Period, agreement is reached between the Buyer and the Sellers as to all matters in dispute, the Buyer must, within 5 Business Days of such agreement being reached, deliver or procure the delivery (in either case in accordance with clause 12 (Notices)) to the Sellers of a revised Completion Statement incorporating such adjustments as have been agreed. The revised Completion Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Sellers.

PREPARATION OF THE COMPLETION STATEMENT. 1. The Purchaser shall, or shall procure that the Purchaser’s accountants shall, after Completion prepare a draft statement (the Completion Statement) showing the Net Debt and Working Capital and Net Debt of the Group and the Inter-Inter Company Payables and Inter-Company Receivables Debt of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 1 (Form of Completion Statement). The Purchaser shall deliver the draft Completion Statement to the Sellers Seller within 45 Business Days after Completion. 2. The Sellers Seller shall notify the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept it accepts the draft Completion Statement for the purposes of this agreementAgreement. An Objection Notice shall set out in reasonable detail the Sellers’ Seller’s reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) which, in the Sellers’ Seller’s opinion, should be made to the draft Completion Statement in order for it to comply with the requirements of this agreementAgreement. Except for the matters specifically set out in the Objection Notice, the Sellers Seller shall be deemed to have agreed the draft Completion Statement in full. 3. If the Sellers serve Seller serves an Objection Notice in accordance with paragraph 21, the Purchaser and the Sellers Seller shall use all reasonable efforts to meet and discuss the objections of the Sellers Seller and to agree the adjustments (if any) required to be made to the draft Completion Statement, in each case within 10 Business Days after receipt by the Purchaser of the Objection Notice. 4. If the Sellers are Seller is satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers Seller and the Purchaser pursuant to paragraph 3) or if the Sellers fail Seller fails to give a valid Objection Notice within the 20 Business Day period referred to in paragraph 21, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this agreementAgreement. 5. If the Sellers Seller and the Purchaser do not reach agreement within 10 Business Days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers Seller or the Purchaser) for determination by such independent firm of chartered accountants of international standing as the Sellers Seller and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales Tribunal de Commerce de Paris (the Firm). The following provisions shall apply once the Firm has been appointed: (a) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this agreementAgreement, to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this agreement Agreement and to determine finally the Completion Statement and the reasons for such adjustments; and (b) the Firm shall act as an expert (and not as an arbitrator) in accordance with Article 1592 of the Civil Code in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this agreementAgreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 6. The Sellers Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Completion Statement. The fees and expenses of the Firm shall be borne equally between the Sellers Seller on the one hand and the Purchaser on the other or in such other proportions as the Firm shall determineother. (a) To enable the Sellers Seller to meet their its obligations under this Schedule 80, the Purchaser shall provide to the Sellers Seller and the Sellers’ Seller’s accountants full access to the books and records, employees and premises of the Group Companies and, where relevant, of members of the Purchasers’ Purchaser’s Group to the date that the draft Completion Statement is agreed or determined. (b) If the Sellers serve Seller serves an Objection Notice: (i) they it shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers Seller and the Sellers’ Seller’s accountants’ working papers (subject to executing customary hold harmless non-reliance letters) relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Sellers Seller in relation to the Completion Statement; and (ii) the Purchaser shall ensure that the Sellers Seller and the Sellers’ Seller’s accountants shall be given reasonable access to the Purchaser and the Purchaser’s accountants’ working papers (subject to executing customary hold harmless non-reliance letters) relating to any the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Purchaser in relation to the Completion Statement. (c) The Sellers Seller shall co operate fully with the Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Purchaser to facilitate the preparation, agreement and/or determination of the Completion Statement. (d) The Purchaser shall co operate fully with the Sellers Seller and shall permit the Sellers Seller and/or the Sellers’ Seller’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Sellers Seller to facilitate the preparation, agreement and/or determination of the Completion Statement. 7. When the Completion Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Completion Statement as the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables Debt for each Group Company shall be final and binding for the purposes of this agreementAgreement.

PREPARATION OF THE COMPLETION STATEMENT. 1. 3.1 The Purchaser shallBuyer must prepare or must procure the preparation, or shall and delivery to the Seller, of a draft Completion Statement within forty-five (45) Business Days of the Completion Date. 3.2 The Seller must procure that the PurchaserBuyer and/or the Buyer’s accountants shall, after Completion prepare a draft statement (Accountants are given such assistance and access to information as may be reasonably requested by the Completion Statement) showing Buyer and/or the Working Capital and Net Debt Buyer’s Accountants for the purposes of the Group and the Inter-Company Payables and Inter-Company Receivables of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 (Form of Completion Statement). The Purchaser shall deliver preparing the draft Completion Statement within the period referred to the Sellers within 45 in Paragraph 3.1 of this Schedule 3. 3.3 The Seller will have twenty (20) Business Days (starting on the first Business Day after Completion. 2. The Sellers shall notify the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept delivery of the draft Completion Statement for (as applicable) (the purposes of this agreement. An “Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) whichPeriod”), in the Sellers’ opinion, should be made to agree or dispute the draft Completion Statement in order for it to comply with the requirements of this agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the draft Completion Statement in full. 3Statement. If the Sellers serve an Objection Notice in accordance with paragraph 2, the Purchaser and the Sellers shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to Seller disputes the draft Completion Statement, in each case the Seller must, within 10 Business Days after receipt by the Purchaser of the Objection Notice. 4. If Period, serve on the Sellers are satisfied with Buyer a notice to that effect setting out in such detail as is available to them at that time each area in dispute, the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers reasoning for such dispute and the Purchaser pursuant to paragraph 3) or if the Sellers fail to give a valid Objection Notice within the 20 Business Day period referred to adjustment that is required in paragraph 2order for, then the draft Completion Statement (incorporating any agreed adjustments) shall constitute in their opinion, the Completion Statement for the purposes of this agreement. 5. If the Sellers and the Purchaser do not reach agreement within 10 Business Days of receipt by the Purchaser of the Objection to be prepared in accordance with Schedule 3 (a “Dispute Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by such independent firm of chartered accountants of international standing as the Sellers and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the Firm”). The following provisions All items that are not explicitly disputed shall apply once the Firm has been appointed: (a) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this agreement, to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this agreement and to determine finally the Completion Statement and the reasons for such adjustments; and (b) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties andParties. 3.4 The Buyer must procure that the Seller and/or the Seller’s Accountants are given such assistance and access to information as may be reasonably requested by the Seller and/or the Seller’s Accountants for the purposes of determining, without prejudice within the Objection Period, whether the draft Completion Statement has been properly prepared. 3.5 If the Seller has not delivered a Dispute Notice to any other rights which they may respectively have under this agreementthe Buyer during the Objection Period or if, before expiry of the Objection Period, the parties expressly waive, Seller serves written notice on the Buyer that it agrees to the extent permitted by lawdraft Completion Statement (an “Acceptance Notice”), any rights of recourse they may otherwise have to challenge it. 6. The Sellers the draft Completion Statement will be final and binding on the Buyer and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Completion Statement. The fees and expenses of the Firm shall be borne equally between the Sellers Seller on the one hand and the Purchaser on the other or in such other proportions as the Firm shall determine.earlier of: (a) To enable the Sellers to meet their obligations under this Schedule 8, the Purchaser shall provide to the Sellers and the Sellers’ accountants full access to the books and records, employees and premises expiry of the Group Companies and, where relevant, of members of the Purchasers’ Group to the date that the draft Completion Statement is agreed or determined.Objection Period; or (b) If the Sellers serve an Objection Notice: (i) they shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers and the Sellers’ accountants’ working papers (subject to executing customary hold harmless letters) relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf date of delivery of the Sellers in relation to the Completion Statement; and (ii) the Purchaser shall ensure that the Sellers and the Sellers’ accountants shall be given reasonable access to the Purchaser and the Purchaser’s accountants’ working papers (subject to executing customary hold harmless letters) relating to any adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Purchaser in relation to the Completion StatementAcceptance Notice. (c) 3.6 The Sellers shall co operate fully with the Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to take copies (including electronic copies) costs of the relevant books and records and shall provide all assistance reasonably requested by the Purchaser to facilitate the preparation, agreement and/or determination of the Completion Statement. (d) The Purchaser shall co operate fully with the Sellers and shall permit the Sellers and/or the Sellers’ accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Sellers to facilitate the preparation, agreement and/or determination of the Completion Statement. 7. When preparing the Completion Statement has been agreed will be paid by the Buyer, and the Seller will pay the costs of their review of it. Unless otherwise directed by the Expert under Paragraph 4 of this Schedule 3, each Party will bear all other costs incurred by them in connection with this Schedule 3. 3.7 If the Seller serves a Dispute Notice, the Buyer and the Seller must use their reasonable endeavours in conjunction with the Buyer’s Accountants and the Seller’s Accountants to reach agreement as to the matter or determined matters in dispute within twenty (20) Business Days of the date of delivery of such Dispute Notice (the “Resolution Period”). 3.8 If, before the expiry of the Resolution Period, agreement is reached between the Buyer and the Seller as to all matters in dispute, the Buyer must, within five (5) Business Days of such agreement being reached, deliver or procure the delivery (in either case in accordance with Clause 20) to the preceding paragraphs, then the amounts shown in the Seller of a revised Completion Statement incorporating such adjustments as the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables for each Group Company shall have been agreed. The revised Completion Statement will be final and binding for on the purposes Buyer and the Seller from the date of this agreementits delivery to the Seller.

PREPARATION OF THE COMPLETION STATEMENT. 1. 2.1 The Purchaser shallSellers shall prepare, or shall procure that the Purchaser’s accountants shallpreparation of, after Completion prepare a draft statement (the Completion Statement) showing the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables of each Group Company. The Completion Statement shall be in the form of the worked example set out in Exhibit 2 (Form of Completion Statement). The Purchaser shall deliver the draft Completion Statement and deliver them (in accordance with clause 18 (Notices)) to the Sellers Buyer within 45 60 Business Days after Completionof the Completion Date. 2. 2.2 The Buyer must procure that the Sellers shall notify and/or the Purchaser in writing (an Objection Notice) within 20 Business Days after receipt whether or not they accept Sellers' Accountants are given such assistance and access to employees, premises, information and explanations as may be reasonably requested by any Seller and/or the Sellers' Accountants for the purposes of preparing the draft Completion Statement for within the purposes period referred to in paragraph 2.1. 2.3 The Buyer will have 60 Business Days (starting on the first Business Day after delivery of this agreement. An Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non acceptance and specify the adjustments (and the reasons for such adjustments) which, in the Sellers’ opinion, should be made to the draft Completion Statement ("Objection Period"), to agree or dispute the draft Completion Statement. If the Buyer disputes the Completion Statement it must, within the Objection Period, serve on the Sellers a notice to that effect setting out, in order for it to reasonable detail, each area in dispute, the reasons why the treatment does not comply with the requirements of this agreement. Except Agreement, and quantifying the adjustments that it considers should be made ("Dispute Notice"). 2.4 The Sellers must procure that the Buyer and/or the Buyer's Accountants are given such assistance and access to employees, information and explanations as may be reasonably requested by the Buyer and/or the Buyer's Accountants for the matters specifically set out in purposes of determining, within the Objection NoticePeriod, the Sellers shall be deemed to have agreed whether the draft Completion Statement in fullhas been properly prepared. 3. 2.5 If the Sellers serve an Objection Buyer has not delivered a Dispute Notice in accordance with paragraph 2, the Purchaser and to the Sellers shall use all reasonable efforts to meet and discuss during the objections of the Sellers and to agree the adjustments (if any) required to be made to the draft Completion StatementObjection Period or if, in each case within 10 Business Days after receipt by the Purchaser before expiry of the Objection Notice. 4. If Period, the Buyer serves written notice on the Sellers are satisfied with that it agrees the draft Completion Statement (either as originally submitted or after adjustments agreed between an "Acceptance Notice"), the draft Completion Statement will be final and binding on the Sellers and the Purchaser pursuant to paragraph 3Buyer on the earlier of: (a) or if the Sellers fail to give a valid expiry of the Objection Notice within Period; or (b) the 20 Business Day period referred to in paragraph 2, then date of delivery of the draft Completion Statement (incorporating any agreed adjustments) shall constitute Acceptance Notice. 2.6 The costs of preparing the Completion Statement for will be borne by the purposes Sellers, and the Buyer will bear the costs of its review of them. Except with respect to the Independent Expert under paragraph 2.9(j), each party will bear all other costs incurred by them in connection with this agreementSchedule. 5. 2.7 If the Buyer serves a Dispute Notice, the Sellers and the Purchaser do not Buyer must use their reasonable endeavours in conjunction with the Sellers' Accountants and the Buyer's Accountants to reach agreement as to the matter or matters in dispute within 10 30 Business Days of receipt by the Purchaser date of delivery of such Dispute Notice ("Resolution Period"). All items other than those included in the Dispute Notice will be deemed to be agreed. 2.8 If, before the expiry of the Objection NoticeResolution Period, then agreement is reached between the Buyer and the Sellers as to all matters in dispute may dispute, the Sellers must, within 15 Business Days of such agreement being reached, deliver or procure the delivery (in either case in accordance with clause 18 (Notices)) to the Buyer of a revised Completion Statement incorporating such adjustments as have been agreed. The revised Completion Statement will be referred (final and binding on the Sellers and the Buyer from the date of its delivery to the Buyer. 2.9 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Sellers or the Purchaser) Buyer, for determination by PriceWaterhouseCoopers, or if such independent firm of chartered accountants of international standing as is unavailable or unwilling to serve, then such certified internationally recognised accountant agreed in writing by the Sellers and the Purchaser shall agree orBuyer; save that if the Sellers and the Buyer are unable to reach agreement within 30 days after the parties being informed that such firm is unavailable or unwilling to act in such capacity, failing agreement, appointed by any of the parties may request the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint, as soon as possible from the date of such request, an independent internationally recognised accounting firm, in each case, not currently engaged by the Buyer (or the Buyer's Group) or any Seller (or the Sellers' Group) (the Firm"Independent Expert"). The Sellers and the Buyer must co-operate with each other and must take all reasonable action as is necessary to ensure that the terms of appointment of the Independent Expert will enable the Independent Expert to give effect to and act in accordance with the provisions of this paragraph 2. The following provisions general terms of appointment shall apply once the Firm has been appointedin any event: (a) the Sellers and the Buyer are each entitled to make one written submission to the Independent Expert and to reply once in giving its determination, writing to the Firm shall state what adjustments other party's submission and must provide (if anyor procure that others provide) are necessary, solely the Independent Expert with such assistance and documents as the Independent Expert reasonably requires for the purposes purpose of this agreement, to the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this agreement and to determine finally the Completion Statement and the reasons for such adjustments; andreaching a decision; (b) the Firm shall act Independent Expert will prepare a written decision and give notice (including a copy) of the decision to the Sellers and the Buyer within a maximum of four months of the matter being referred to him (or such other period as an expert the Sellers and the Buyer may agree in writing with the Independent Expert); (and not c) within 5 Business Days of the Independent Expert's decision, the Sellers must deliver or procure the delivery (in either case in accordance with clause 18 (Notices)) to the Buyer of a revised Completion Statement incorporating such adjustments as an arbitrator) in making its determination which shall, in have been determined by the absence of manifest error, Independent Expert. The revised Completion Statement will be final and binding on the parties andSellers and the Buyer from the date of its delivery to the Buyer; (d) if the Independent Expert is unable for whatever reason to act, without prejudice to any other rights which they may respectively have or does not deliver the decision within the time required by paragraph 2.9(b) the Sellers and the Buyer will ensure that a replacement independent expert is appointed in accordance with the provisions of this paragraph 2.9; (e) all matters under this agreementparagraph 2.9 will be conducted, and the parties expressly waiveIndependent Expert's decision will be written, in the English language; (f) to the extent permitted not provided for by lawthis paragraph 2, any rights the Independent Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of recourse they may otherwise have the determination as he considers just or appropriate, including (to challenge it.the extent he considers necessary) instructing professional advisers to assist him in reaching his determination; 6. The (g) the Sellers and the Purchaser shall Buyer must, with reasonable promptness, supply all information and provide access to all documentation and personnel as each other may reasonably require to make a submission under this paragraph 2.9; (h) the Sellers and the Buyer will promptly take all such reasonable action which is necessary to give to give effect to the terms of this paragraph 2.9; (i) the Independent Expert will act as an expert and not as an arbitrator. The Independent Expert will determine any dispute arising in connection the provisions of this paragraph 2, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Independent Expert's written decision on the matters referred to him will be responsible final and binding in the absence of manifest error (in which case the Independent Expert's written decision will be returned to the Independent Expert for correction) or fraud; and (j) the Sellers and the Buyer will bear their own costs in connection with relation to the preparation, review and agreement or determination of the Completion StatementIndependent Expert. The Independent Expert's fees and expenses any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Firm shall Independent Expert) will be borne equally between by the Sellers on the one hand hand, and the Purchaser Buyer on the other or in such other proportions as the Firm shall determineother. (a) To enable the Sellers to meet their obligations under this Schedule 8, the Purchaser shall provide to the Sellers and the Sellers’ accountants full access to the books and records, employees and premises of the Group Companies and, where relevant, of members of the Purchasers’ Group to the date that the draft Completion Statement is agreed or determined. (b) If the Sellers serve an Objection Notice: (i) they shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers and the Sellers’ accountants’ working papers (subject to executing customary hold harmless letters) relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Sellers in relation to the Completion Statement; and (ii) the Purchaser shall ensure that the Sellers and the Sellers’ accountants shall be given reasonable access to the Purchaser and the Purchaser’s accountants’ working papers (subject to executing customary hold harmless letters) relating to any adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Purchaser in relation to the Completion Statement. (c) The Sellers shall co operate fully with the Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Purchaser to facilitate the preparation, agreement and/or determination of the Completion Statement. (d) The Purchaser shall co operate fully with the Sellers and shall permit the Sellers and/or the Sellers’ accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the Sellers to facilitate the preparation, agreement and/or determination of the Completion Statement. 7. When the Completion Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Completion Statement as the Working Capital and Net Debt of the Group and the Inter-Company Payables and Inter-Company Receivables for each Group Company shall be final and binding for the purposes of this agreement.