Specific Accounting Policies. 1 The following specific accounting principles, policies, treatments, bases, conventions, rules and estimation techniques and categorisations shall be applied to the Completion Accounts:
(a) The Completion Accounts shall be drawn up in pounds sterling.
(b) No account shall be taken of events taking place after 1 pm (London time) on the Completion Date in the Completion Accounts and information becoming available thereafter shall be taken into account only to the extent that it provides additional information about conditions existing at the Completion Date. Save as detailed in this Schedule, no account shall be taken of any transaction undertaken by the Target Group at Completion in accordance with this Agreement.
(c) For the purposes of the Completion Accounts, the Completion Date shall be treated as the last day of a financial and tax reporting period (including performance of all normal year end accounting procedures).
(d) The provisions of this Schedule 6 (Completion Accounts) shall be interpreted to avoid double counting (whether positive or negative) of any item to be included in the Completion Accounts.
(e) Expenses and income in respect of the Completion Date shall be allocated 50:50 between the Seller and the Buyer.
(f) An agreed share purchase price of £415,000,000 shall be accounted for as an asset.
(g) Nil value shall be attributed to the Property, including, without limitation, land, buildings, fixtures, fittings and service media.
(h) No provision will be included in respect of any potential claims, penalties or remedial work or liabilities associated with or resulting from the structure or condition of the Property or for any past or future environmental liabilities.
(i) No provision will be included in respect of future refurbishment or capital costs including the cost of re-instating the space vacated by tenants and no amount received from prior tenants in respect of leases that have been terminated shall be included as a creditor.
(j) There will be an assumption that the Company has not undergone a change of ownership and no adjustment, provision, charge, reserve or write off will be included in respect of any costs, liabilities or charges incurred after Completion including (without limitation):
(i) as a consequence of the change of ownership of any Company;
(ii) revaluations of non-current assets;
(iii) arising from any change in strategy, direction or priority in relation to the business of any Company which results from a change of ow...
Specific Accounting Policies. 1. Accounting policies for each of the general ledger categories will be consistent with accounting policies of the Company. No changes to accounting methodology for the specific general ledger categories shall be undertaken for the sole purpose of calculating Actual Working Capital Amount or the provision of the Completion Statement, acknowledging that the Completion Statement is not meant to be a complete financial report.
2. It shall be assumed that no member of the Group shall incur any liability to account for income tax and/or employees NIC under the PAYE system and/or to account for employers NICs as a result of or in connection with the sale and purchase of the MEM Holdings Shares pursuant to the Minority SPA.
Specific Accounting Policies. 2.1 No account shall be taken of events taking place after the Relevant Time, and regard shall only be had to information available to the parties to this Agreement up to the date that the Draft Net Cash Statement and the Draft Net Working Capital Statement are delivered by the Purchaser to the Vendors.
2.2 For the purposes of the Completion Accounts, the Completion Date shall be treated as the end of a Tax accounting period.
2.3 The provisions of this Schedule 7 shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in the Completion Accounts.
2.4 The value of the provisions recorded within the Accounts as at the Balance Sheet Date shall only be released if and to the extent that the liability has been paid prior to the Relevant Time.
2.5 The Completion Accounts shall not include any revaluation of assets above the amount recorded in the Accounts as at the Balance Sheet Date.
2.6 No amounts shall be included in the Completion Accounts in relation to deferred tax assets.
2.7 Prepayments shall be recognised in the Net Working Capital Statement in respect of advance payments made on or before the Relevant Time in respect of goods and services and taxation balances only to the extent that the benefit of such goods and services are received or receivable by the Group after the Relevant Time.
2.8 The outstanding amount pursuant to the Sigma Deposit arrangement shall be added to the Other Payables with a minimum balance of £3,500,000.
2.9 No amount shall be included in the Net Working Capital Statement or Net Cash Statement with respect to any VAT or other Tax arising on or in connection with the Pre-Sale Property Extraction. Part 3 Form of Statements
Specific Accounting Policies. The following Specific Accounting Policies shall apply in the preparation of the Closing Statement: [Intentionally Omitted]
Specific Accounting Policies. 1 The net asset value of the Imagine Corporate Capital Limited shall be treated as zero.
Specific Accounting Policies. The following policies, principles, rules, methodologies and estimation techniques shall be applied in preparing the Closing Accounts:
Specific Accounting Policies. 2.1 The Net Current Asset Statement for each Company and in aggregate shall be drawn up on a going concern basis as at close of business on the Completion Date and the relevant assets and liabilities shall, subject to this Part 3, be as set out in the audited accounts of each of the Group Companies for the period ended on the Completion Date. No account shall be taken of events taking place or information becoming available after the date the Sellers deliver the draft Net Current Asset Statement to the Purchaser pursuant to paragraph 2.1 of Part 2 above.
2.2 The Net Current Asset Statement will exclude any effects of the change of control or ownership of the Group contemplated by this Agreement. Where judgement is required in determining the value of assets and liabilities, the Net Current Asset Statement should reflect the normal practices adopted in the Audited Accounts and subject thereto will reflect the decisions of the management of the Group up to and including the Completion Date and not those of the management of the Group or the Purchaser after that date.
Specific Accounting Policies. 1 Revenue is invoiced and recognised in full when goods are dispatched from the warehouse and most deliveries to customers are completed on the same day or next day. No adjustments for deferred income will be recognised. 2 Sales to Dispex are invoiced and recognised in full when orders are received (goods are held on consignment on behalf of the customer and excluded from inventory.) 3 No general credit note provision will be included in the accounts. Only actual credit notes issued after the Completion Date that relate to the period prior to completion will be recognised as an accrual. 4 Deposits on goods ordered from China are recognised as an asset in prepayments. Stock includes goods in transit where ownership has passed to Surgichem. The standard terms of purchases from suppliers in China is Free on Board. Stock is valued at cost including the relevant proportion of freight costs. 5 There is a stock obsolescence provision limited to £10,320.82 as set out in Data Room Document 05.06. No other obsolete stock amount will be provided for. 6 The automation prototype will be included in work in progress as a debit balance of £22,100, representing the actual cost incurred by the company.
Specific Accounting Policies. The following policies, principles, rules, methodologies and estimation techniques shall be applied in preparing the Closing Accounts:
1. The Closing Accounts shall be prepared for the Croatian Target and on an aggregated basis for the Slovenian Target by reference to each of the individual legal entity balance sheets of the Target Companies as at immediately prior to Croatian Closing in the case of the Croatian Closing Accounts and the Slovenian Closing in respect of the Slovenian Closing Accounts (the “Effective Time”) applied consistently and in line with the Management Accounts and the balance sheets underlying the Croatian Closing Net Working Capital, the Slovenian Closing Net Working Capital, the Croatian Closing Net Debt and the Slovenian Closing Net Debt calculations, including, in respect of the Slovenian Closing Accounts, the elimination on aggregation of any intercompany balances among the Slovenian Target Companies. Intercompany balances between the Croatian Target and a Slovenian Target Company shall be treated as if they were balances between external third parties.
2. No item shall be included as an asset more than once in the Closing Accounts, no item shall be included as a liability more than once in the Closing Accounts, and no item shall be included or excluded from the Closing Accounts solely on the grounds of materiality.
3. No items that were classified as fixed assets (whether tangible or intangible) or other non-current assets in the Management Accounts shall be reclassified to current assets in the Closing Accounts and no items classified as current assets in the Management Accounts or are otherwise in the nature of current assets shall be reclassified to fixed assets or other non-current assets in the Closing Accounts. Fixed assets are specified as Investments (HFM accounts 16105), Property, Plant, and Equipment (HFM account range 17115-17229), Broadcast Licenses (HFM accounts 19115, 19125 and 19129), and Trademarks (HFM accounts 19215, 19225 and 19229). Other non-current assets are specified as HFM accounts 18115, 15155 and 15995.
Specific Accounting Policies. 2.1 No account shall be taken of events taking place or information becoming available after the date the Principal Seller delivers the draft Net Current Asset Statement to the Purchaser pursuant to paragraph 2.1 of Part 2 of this Schedule 6. Events taking place and information available before that date will only be reflected in the draft Net Current Asset Statement if they provide additional evidence of conditions existing at or events occurring on or prior to the Completion Date.
2.2 Save to the extent this Agreement expressly provides otherwise, the Net Current Asset Statement will exclude any effects of the change of control or ownership of the Group Companies contemplated by this Agreement and of the Completion mechanics and payments (other than payments due under the TCA as a result of the exit of any Group Company from the French tax consolidation). Where judgement is required in determining the value of assets and liabilities, the Net Current Asset Statement shall be prepared in such manner as reflects the normal practices adopted in the preparation of the Audited Accounts and/or Unaudited Accounts, as the case may be, save to the extent that such are inconsistent with or contradictory to Applicable GAAP in which event Applicable GAAP should be complied with.
2.3 The Net Current Asset Statement will be prepared on the basis of an aggregation of net current asset statements drawn up for each Group Company in each case as at 2400 hours (CET) at the end of the Completion Date.
2.4 The Net Current Asset Statement shall not take into account any amount in respect of any liability in respect of payments by Frankfurt IC Hotels GmbH of guaranteed dividends after Completion.
2.5 The Net Current Asset Statement shall not take into account any provision, liability, costs, charges, expenses, claims, demands, accrual or other amount in respect of any claim by Aachener und Münchener Lebensversicherung AG against IHGG under the lease agreement dated 30 December 1993 between such parties.
2.6 The Net Current Asset Statement shall not take into account any assets or liabilities of any nature of Hofburg or Wiener since the Group only has a (direct or indirect, as the case may be) minority equity shareholding in such companies.
2.7 The values attributable to each element of the Net Current Assets Statement in respect of Frankfurt InterContinental Hotels GmbH shall be calculated as if the Sellers’ direct and indirect shareholding in such Company were 100% (and not 90...
