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 ownership of any Company; and/or (iv) in respect of any reorganisation or restructuring of any Company or any of its assets or undertakings by the Buyer after Completion. (k) The Completion NAV shall exclude any amounts in relation to the premium payable under the W&I Policy. (l) Nil value shall be ascribed in relation to capitalised acquisition costs relating to the acquisition and development of the Property, capitalised leasing costs or other capitalised costs. (m) No Arrears (including service charge arrears) shall be included within the Completion Accounts. (n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance shall not be recorded as an asset. (o) No asset or liability shall be recognised in respect of any rent free period, capital contribution or other tenant incentive or any lease smoothing or rent equalisation. (p) Value shall be attributed to prepayments only to the extent that they represent future economic value to the Target Group after Completion and no value shall be attributed to prepayments in respect of Insurance. (q) A liability shall be recognised in respect of any amounts payable to agents, lawyers, or any other advisers in connection with the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of Completion. (r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any amounts that would become payable following Completion in respect of such transactions. (s) A provision for current period corporation tax shall be included in the Completion Accounts as if the period commencing on the day after the Accounts Date and ending on the Completion Date was an accounting period for tax purposes. (t) No asset or liability shall be recognised in respect of deferred tax. (u) The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completion. (v) Nil value shall be ascribed to the Generators and other resilience services equipment. (w) The availability of Group Relief will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above. (x) An asset shall be recognised in respect of any amounts paid by TIUK in respect of service charge voids for the period from Completion until 24 Dec 2015 to the extent that such amounts have not otherwise repaid or settled. (y) In the Completion Accounts the provision for amounts received in advance (i.e. deferred income) by the Company from tenants shall be calculated by dividing the actual quarterly income received by 91.25 days and applying this daily rent to the number of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th December 2015). (z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount of Group Relief that has been surrendered to Target for the 2014 accounting period as at Completion (but only to the extent that the amount surrendered has not been subsequently reduced by the amendment or withdrawal of any relevant Group Relief claim). (aa) No liability shall be recognised in respect of any payment for Group Relief that has been surrendered to Target for the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge paid in advance Receivable from Broadgate Estate Trade Creditors Amounts received in advance from tenants Corporate tax payable
Appears in 1 contract
Samples: Share Purchase Agreement (Time Inc.)
Specific Accounting Policies. 1 4.1 The following specific accounting principles, policies, treatments, bases, conventions, rules Actual Net Debt Statement and estimation techniques and categorisations the Actual Net Working Capital Statement shall be applied to the Completion Accountsprepared:
(aA) 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 so as to the extent that it provides additional information about conditions existing at the Completion Date. Save as detailed in this Schedule, include 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 adjustmentcharge, provision, charge, reserve or write off will be included in respect of any costs, liabilities or charges incurred or to be incurred after Completion including (without limitation):
(i) arising as a consequence of the change of ownership of any Company;
(ii) revaluations member of non-current assets;
(iii) arising from the Group or any change in management strategy, direction or priority in relation to the business of any Company which results from the change in ownership contemplated by this agreement, any other effect of this agreement or any action of the Buyer or any Affiliate of the Buyer following Completion (however, for the avoidance of doubt, all employment related liabilities, bonuses, consultancy termination payments or similar, which are payable as a change result of ownership of any Company; and/orthe Transaction shall be included as current liabilities for these purposes even if such payments are not made at Completion);
(ivB) in respect of any reorganisation or restructuring of any Company to the extent not otherwise covered by the specific policies set out at paragraphs 4.2 to 4.5 (inclusive) below:
(i) where the Buyer or any Affiliate of its assets the Buyer receives goods or undertakings services after Completion, but the liability has been settled by or will fall due to the Seller, an asset will be recorded in the Actual Net Working Capital Statement; and
(ii) where goods or services were received by the Seller on or before Completion, but the liability will be met by or will fall due to the Buyer or any Affiliate of the Buyer after Completion, a liability will be recorded in the Actual Net Working Capital Statement.
(k) The Completion NAV 4.2 There shall exclude be no double counting of any amounts in relation to account balances such that an account balance shall be only included once within either the premium payable under Actual Net Working Capital Amount or the W&I PolicyActual Net Debt Amount.
(l) Nil value shall be ascribed 4.3 Save as otherwise provided in relation to capitalised acquisition costs relating to the acquisition this Schedule 6, trade creditors and development of the Property, capitalised leasing costs or other capitalised costs.
(m) No Arrears (including service charge arrears) shall be included within the Completion Accounts.
(n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance shall not be recorded as an asset.
(o) No asset or liability shall be recognised in respect of any rent free period, capital contribution or other tenant incentive or any lease smoothing or rent equalisation.
(p) Value shall be attributed to prepayments only to the extent that they represent future economic value to the Target Group after Completion and no value shall be attributed to prepayments in respect of Insurance.
(q) A liability shall be recognised in respect of any amounts payable to agents, lawyers, or any other advisers in connection with the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of Completion.
(r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any amounts that would become payable following Completion in respect of such transactions.
(s) A provision for current period corporation tax accruals shall be included in the Completion Accounts as if the period commencing on the day after the Accounts Date and ending on the Completion Date was an accounting period for tax purposes.
(t) No asset or liability shall be recognised in respect of deferred tax.
(u) The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completion.
(v) Nil value shall be ascribed to the Generators and other resilience services equipment.
(w) The availability of Group Relief will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above.
(x) An asset shall be recognised in respect of any amounts paid by TIUK in respect of service charge voids for the period from Completion until 24 Dec 2015 Actual Net Working Capital Statement to the extent that such amounts have not otherwise repaid or settled.
(y) In the Completion Accounts the provision for amounts received in advance (i.e. deferred income) by the Company from tenants shall be calculated by dividing the actual quarterly income received by 91.25 days a liability exists and applying this daily rent to the number of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th December 2015).
(z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount of Group Relief that has been surrendered to Target for the 2014 accounting period as still outstanding at Completion (but only to the extent that the amount surrendered has not been subsequently reduced by the amendment or withdrawal of any relevant Group Relief claim).
(aa) No liability shall be recognised in respect of any payment for Group Relief goods and services that has have been surrendered to Target for received or supplied on or before Completion.
4.4 Employee bonuses accrued in the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge ordinary course of business (other than sale bonuses incurred as a result of the Transaction) but not paid in advance Receivable from Broadgate Estate Trade Creditors Amounts received respect of periods terminating before Completion shall be included in advance from tenants Corporate tax payablethe Actual Net Working Capital Statement. Employee bonus accruals (other than in relation to sale bonuses accrued as a result of the Transaction) in respect of bonus scheme periods which bridge Completion will be calculated on a pro rata basis, based on the performance against the bonus target up to Completion and such amounts shall be included in the Actual Net Working Capital Statement. Employee sale bonuses accrued as a result of the Transaction and not paid on or before Completion shall be included in the Actual Net Debt Statement. Each reference to employee bonus and employee sale bonus in this paragraph shall include employer’s national insurance contributions at a rate of 12.8% of the gross amount of the bonus.
Appears in 1 contract
Samples: Share Purchase Agreement (MWI Veterinary Supply, Inc.)
Specific Accounting Policies. 1 2.1 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 Draft MDLZ Closing Accounts shall be drawn up as at the Effective Time in pounds sterling.
(bor substantially in) the form set out in part F of this schedule 5. No account shall be taken of events taking place after 1 pm (London time) on the Completion Date in the Completion Accounts Effective Time, and regard shall only be had to information becoming available thereafter shall be taken into account only to the extent parties to this Agreement up to the date 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 Draft MDLZ Closing Accounts are delivered by the Target Group at Completion in accordance with this AgreementMDLZ to Acorn.
(c) 2.2 For the purposes of the Completion AccountsDraft MDLZ Closing Accounts and the Draft MDLZ Closing Statement, the Completion Date Effective Time shall be treated as the last day end of a financial and tax reporting period (including performance of all normal year end accounting procedures)period.
(d) 2.3 The provisions of this Schedule 6 (Completion Accounts) schedule 5 shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in the Completion Draft MDLZ Closing Accounts.
(e) Expenses 2.4 The Draft MDLZ Closing Accounts and income the Draft MDLZ Closing Statement will be prepared in respect Euros. For this purpose, assets and liabilities recorded in the books of the Completion Date a MDLZ Transferred Group Company or a Charger Group Company in a currency other than Euros shall be allocated 50:50 between translated into Euros at the Seller and closing mid point pound spot rate applicable to that non Euro currency at close of business in London on the BuyerClosing Date as shown in The Financial Times (London Edition) published on the next day after the Closing Date.
(f) An agreed share purchase price of £415,000,000 2.5 The Draft MDLZ Closing Accounts shall be accounted for prepared so as an assetto include no provision with respect to any matter which is the subject of a specific indemnity, in favour of any Charger Group Company under the terms of any Transaction Document (other than the Global Tax Matters Agreement).
(g) Nil value shall be attributed to the Property, including, without limitation, land, buildings, fixtures, fittings and service media.
(h) No provision 2.6 Insurance Claim Proceeds 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 ownership of any Company; and/or
(iv) in respect of any reorganisation or restructuring of any Company or any of its assets or undertakings by the Buyer after Completion.
(k) The Completion NAV shall exclude any amounts in relation to the premium payable under the W&I Policy.
(l) Nil value shall be ascribed in relation to capitalised acquisition costs relating to the acquisition and development of the Property, capitalised leasing costs or other capitalised costs.
(m) No Arrears (including service charge arrears) shall be included within the Completion Accounts.
(n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance shall not be recorded as an asset.
(o) No asset or liability shall only be recognised in respect of any rent free period, capital contribution or other tenant incentive or any lease smoothing or rent equalisation.
(p) Value shall be attributed to prepayments only Cash at the Effective Time to the extent that they represent future economic value to there is an equal or greater liability or provision in Actual Working Capital at the Target Group after Completion and no value shall be attributed to prepayments Effective Time for any unspent reinstatement or repair costs in respect of Insurance.
(q) A liability shall be recognised in respect of damaged or destroyed fixed assets or any amounts payable to agents, lawyers, or any other advisers in connection with which the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of CompletionInsurance Claim Proceeds relate.
(r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any 2.7 No amounts that would become payable following Completion in respect of such transactions.
(s) A provision for current period corporation tax shall be included in the Completion Draft MDLZ Closing Accounts in relation to deferred tax assets or deferred tax liabilities.
2.8 The Aggregate MDLZ Net DB Liabilities will be calculated in accordance with schedule 11.
2.9 To the extent that assets and liabilities are to be included in the Draft MDLZ Closing Accounts on an allocated basis, the allocation methodology and bases applied will be those used for the purposes of the MDLZ VDD and set out as if follows: Inventory Europe and Russia Actual reported inventory numbers for Coffee Business per HFM (excluding any intercompany profit uplift) Ukraine and All Other Allocation from total inventory for Ukraine and All Other (as reported in HFM) based on the ratio of the last 12 months Coffee COGS to Total LTM COGS for Ukraine and All Other (as reported in the MDLZ FiT Sytem) Green Coffee Actual cost paid Accounts Receivable All countries Allocation (on a country by country level) based on the product of the days sales outstanding (DSO) for Mondelez International (as extracted from HFM) and average Coffee Net Revenues for the last 3 month period (as reported in the MDLZ FiT Sytem), consistent with the calculation in the MDLZ VDD, excluding any factoring Accounts Payable [ * * * ], excluding coffee beans payables Allocation of non-coffee beans accounts payable based on the product of DPO (refer below for basis of calculation) and average COGS for the Coffee business, excluding coffee bean costs, for the last 3 months (as reported in the MDLZ FiT Sytem). DPO is calculated based on total accounts payable for Mondelez International (as extracted from HFM) and the last 3 months COGS (total MDLZ as extracted from the MDLZ FiT Sytem) excluding coffee beans and Cocoa All Other countries, excluding coffee beans payables Allocation of non coffee beans accounts payable based on the product of the ratio of coffee COGS, excluding coffee beans, to total MDLZ COGS for all other countries (as reported in the MDLZ FiT Sytem) and total accounts payable for All Other countries (as extracted from HFM) Coffee bean payables Allocation based on the product of reported green bean purchases (as reported within [ * * * ] in the MDLZ FiT Sytem) and the specific DPO of the coffee bean suppliers measured on a last 12 months basis as at the Closing Date Other Working Capital Coffee specific balances Actual reported coffee specific balances as extracted from the country level balance sheets in HFM Non specific balance Allocation of relevant non-specific balance sheet items (i.e. after exclusion of all specific coffee and non-coffee related balances, and non-working capital items) based on the ratio of the Coffee Net Revenue to Total Net Revenue (as reported in the MDLZ FiT Sytem) Definitions: HFM – the Hyperion statutory reporting system FiT – MDLZ management global reporting system COGS – Cost of Goods Sold
1. Within [ * * * ] calendar days of the date of this Agreement, MDLZ and Acorn shall attempt in good faith to reach agreement on an internationally recognised firm of chartered accountants to act as a valuation expert (the “Valuer”) to apportion the Consideration among the Transferred Assets.
2. If the Partners are unable to reach agreement on the identity of the Valuer within the period commencing set out in paragraph 1 of this schedule 6 (or such longer period as the Partners agree), the Valuer shall be identified, on the day after application in writing of either Partner, by the Accounts Date President for the time being of the Institute of Chartered Accountants in England and ending Wales.
3. The Valuer shall be engaged jointly by the Partners on terms that include the terms set out in this schedule 6 and otherwise on such terms as shall be agreed between the Partners (acting reasonably and in good faith) and the Valuer. The costs of the Valuer shall be shared equally between the Partners.
4. Within such timeframe as the Partners may agree with the Valuer and, in any event, prior to the Closing Date, the Valuer shall prepare two written valuation reports (each, a “Valuation Report”) on the Completion Date was an accounting period for tax purposes.following basis:
4.1 the Valuation Reports shall be prepared on a reasonably consistent basis, taking into account the facts and circumstances relevant to the assets and operations of each Partner;
4.2 the Partners shall inform the Valuer of the agreed value of the Consideration to be apportioned between the Transferred Assets;
4.3 one Valuation Report (tthe “MDLZ Valuation Report”) No will apportion the value of the portion of the Consideration to be received by MDLZ among the MDLZ Transferred Assets;
4.4 the other Valuation Report (the “Acorn Valuation Report”) will apportion the value of the portion of the Consideration to be received by Acorn among the Acorn Transferred Assets and the Acorn Transferred Shares;
4.5 the level of detail of the apportionments to be included in each Valuation Report (which may be, without limitation, by country, by asset class, by asset or liability any combination) shall be recognised agreed in writing between the Valuer by MDLZ (in respect of deferred tax.
the MDLZ Valuation Report) and between the Valuer and Acorn (u) The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completion.
(v) Nil value shall be ascribed to the Generators and other resilience services equipment.
(w) The availability of Group Relief will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above.
(x) An asset shall be recognised in respect of the Acorn Valuation Report) with a copy, in each case, to the other Partner. Within [10] Business Days of receiving that copy a Partner may require that the other Partner includes a greater level of detail (and the Partner receiving that notice shall then use reasonable endeavours to agree that greater level of detail with the Valuer), provided that such requesting Partner can reasonably establish that such greater level of detail is required to satisfy its reporting or other obligations; and
4.6 subject to the consultation and review rights provided in paragraphs 5 and 6 of this schedule 6:
4.6.1 MDLZ shall have sole control and shall have final approval over agreeing the apportionment included in the final MDLZ Valuation Report with the Valuer; and
4.6.2 Acorn shall have sole control and shall have final approval over agreeing the apportionment included in the final Acorn Valuation Report with the Valuer.
5. MDLZ shall: (a) keep Acorn fully informed as to any amounts paid by TIUK material developments in respect of service charge voids for the period from Completion until 24 Dec 2015 MDLZ Valuation Report; (b) permit Acorn to review drafts of the extent that such amounts have not otherwise repaid or settledMDLZ Valuation Report; (c) reasonably take into account comments provided by Acorn in respect of the MDLZ Valuation Report; and (d) provide each of Acorn and the Company with a copy of the final MDLZ Valuation Report.
6. Acorn shall: (ya) In keep MDLZ fully informed as to any material developments in respect of the Completion Accounts Acorn Valuation Report; (b) permit MDLZ to review drafts of the provision for amounts received Acorn Valuation Report; (c) reasonably take into account comments provided by MDLZ in advance respect of the Acorn Valuation Report; and (i.e. deferred incomed) by provide each of MDLZ and the Company from tenants shall be calculated by dividing with a copy of the actual quarterly income received by 91.25 days and applying this daily rent to the number of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th December 2015)final Acorn Valuation Report.
(z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount 7. Except as specified in paragraph 4 of Group Relief that has been surrendered to Target for the 2014 accounting period as at Completion (but only this schedule 6 or to the extent that the amount surrendered has not been subsequently reduced Partners otherwise agree, the Valuer shall determine its own procedure but:
7.1 apart from procedural matters and as otherwise set out in this Agreement, the Valuer shall determine only the apportionment of the Consideration between the Transferred Assets (on the level of detail of apportionment agreed with the Valuer pursuant to paragraph 4 of this schedule 6);
7.2 the Valuer shall assume for the purposes of its valuation that the portion of the Consideration to be received by each Partner will be the amendment or withdrawal fair market value of any relevant Group Relief claim).the assets transferred by that Partner;
7.3 the procedure of the Valuer shall:
7.3.1 give MDLZ (aa) No liability shall be recognised in respect of the MDLZ Valuation Report) and Acorn (in respect of the Acorn Valuation Report) a reasonable opportunity to make oral representations and representations in writing to it; and
7.3.2 require that each Partner supplies the other with a copy of any payment for representations in writing at the same time as they are made to the Valuer.
8. The Valuer shall act as an expert and not an arbitrator and the final MDLZ Valuation Report and final Acorn Valuation Report, as approved by MDLZ and Acorn respectively, shall be final, save in the event of fraud of any party or the Valuer or manifest error of the Valuer (when the relevant part of its determination shall be void). Each party agrees not to (and to procure that each member of its respective Group Relief does not) take any position that is inconsistent with those reports.
9. Each of MDLZ, Acorn, and the Company shall (and shall procure that each member of its Group shall) co-operate with the Valuer and comply with its reasonable requests made in connection with the carrying out of its duties pursuant to its engagement under the terms of this Agreement.
10. Nothing in this schedule 6 shall entitle a Partner, the Company or the Valuer to access to any information or document which is protected by legal professional privilege, or which has been surrendered prepared by the other Partner, the Company or its accountants or other professional advisers with a view to Target assessing the merits of any claim or argument. Neither a Partner nor the Company shall be entitled by reason of this paragraph 11 to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or argument is based.
11. Each of MDLZ, Acorn, and the Company shall, and shall procure that the Valuer and its advisers (if any) shall, keep all information and documents provided to them pursuant to this schedule 6 confidential and shall not use them for any purpose, except for disclosure or use in connection with the agreement or determination of the apportionment of the Consideration, the proceedings of the Valuer or any other matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to this Agreement or its subject matter. Notwithstanding the foregoing and except as otherwise required by Law or the requirements of any applicable regulator (including the rules of any stock exchange but excluding any Taxing Authority): (a) MDLZ shall not disclose the Acorn Valuation Report to any third party or Taxing Authority without Acorn’s prior written consent (such consent not to be unreasonably withheld or delayed); (b) Acorn shall not disclose the MDLZ Valuation Report to any third party or Taxing Authority without MDLZ’s prior written consent (such consent not to be unreasonably withheld or delayed); (c) the Company shall not disclose the MDLZ Valuation Report to any third party or Taxing Authority without MDLZ’s prior written consent (such consent not to be unreasonably withheld or delayed); and (d) the Company shall not disclose the Acorn Valuation Report to any third party or Taxing Authority without Acorn’s prior written consent (such consent not to be unreasonably withheld or delayed). Terms defined in this Agreement by reference to facts or circumstances “at Closing” shall, when used in this schedule 7 (or when used in another defined term which itself is used in this schedule 7), be interpreted as if those references were to facts or circumstances “from time to time”. For example, for the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge paid purposes of this schedule 7, the term “Exclusive MDLZ Contract” (which is used in advance Receivable the definition of MDLZ Transferred Assets and which is, in turn, used in the definition of Transferred Assets) shall be interpreted as if the words “at Closing” in its definition were replaced with the words “from Broadgate Estate Trade Creditors Amounts received in advance from tenants Corporate tax payabletime to time”.
Appears in 1 contract
Samples: Global Contribution Agreement (Mondelez International, Inc.)
Specific Accounting Policies. 1 1.1 The following specific accounting principles, policies, treatments, bases, conventions, rules and estimation techniques and categorisations Draft Completion Statement shall be applied prepared on a consolidated basis by reference to the Completion Accounts:management accounts of the Group Companies drawn up as at the Cut-off Time in (or substantially in) the form set out in Part C of this Schedule 4, with any intra-group balances between the Group Companies reconciled and eliminated (and where unreconciled, the unreconciled element will be written off in the receiving entity).
(a) The Completion Accounts 1.2 Non-controlled joint ventures and associates shall not be consolidated and no amount shall be drawn up included in pounds sterlingCash, Indebtedness, Working Capital, Intra-Group Payables or Intra- Group Receivables in relation to the investments held by the Group in these entities. Any balances to or from such joint ventures and associates shall be treated as third party.
(b) 1.3 No account shall be taken of events Events after the Reporting Period (as defined by HKFRS) taking place after 1 pm (London time) on the Cut-off Time, and regard shall only be had to information available to the parties to this Agreement up to the date that the Draft Completion Date in Statement is delivered by the Purchaser to the Seller.
1.4 The Draft Completion Accounts and information becoming available thereafter Statement shall be taken into account only to prepared as if the extent that it provides additional information about conditions existing at Cut-off Time was the Completion Date. Save as detailed in this Scheduleend of a financial reporting period, no account shall be taken of any transaction undertaken by the Target Group at Completion and in accordance with this Agreement.
(c) For the purposes of the Completion Accounts, the Completion Date shall same year-end hard close procedures that would normally be treated as the last day of adopted at a financial and tax reporting period year-end (including performance a detailed assessment of all normal year end accounting prepayments and accruals and appropriate cut-off procedures), but excluding a physical stock count.
(d) 1.5 The provisions of this Part B of Schedule 6 (Completion Accounts) 4 shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in the Draft Completion AccountsStatement.
(e) Expenses 1.6 The Draft Completion Statement will be prepared in US$. For this purpose, any amounts in a currency other than US$ shall be translated into US$ at the prevailing exchange rate applicable to that amount of that non-US$ currency by reference to spot fixing rate observed on Bloomberg at the Cut-off Time.
1.7 The Draft Completion Statement shall be prepared on a going concern basis and, save as specifically required elsewhere in this Schedule 4, shall exclude the effect of change of control or ownership of the Group and income will not take into account the effects of any post- Completion reorganisations, intensions or obligations of the Purchaser or any member of the Purchaser's Group.
1.8 No minimum materiality limits shall be applied in the preparation and review of the Draft Completion Statement.
1.9 The Draft Completion Statement shall include a full accrual in respect of unpaid salaries and wages (including any unpaid leave or unpaid holiday amounts), including with respect to bonuses (which will reflect a pro-rata apportionment of the Completion Date cost based on the full year expected results as at the Cut-off Time), in each case including all employer tax and social security costs, up to the Cut-off Time.
1.10 No provision, reserve or accrual which was recorded in the 2022 Balance Sheet shall be allocated 50:50 between released or reduced in Working Capital or Indebtedness except to the Seller and extent necessary to reflect cash settlement (prior to the Buyer.
Cut-off Time) or other changes in factual circumstance (fas opposed to changes in judgements or the passing of time) An agreed share purchase price of £415,000,000 since the Accounts Date. No provisions, reserves, or accruals shall be accounted for recorded or increased in Working Capital or Indebtedness except to the extent necessary to reflect non-cash settlement (prior to the Cut-off Time) or other changes in factual circumstance (as an asset.opposed to changes in judgements or the passing of time) since the Accounts Date
(g) Nil value 1.11 Tax in the Draft Completion Statement shall be attributed calculated as if the Cut-off Time was the end of a Tax reporting period. Corporate income Tax prepayments (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.
extent (i) No provision will be included paid by the Group in respect of future refurbishment or capital costs including cash before the cost of reCut-instating the space vacated by tenants off Time 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 ownership of any Company; and/or
(iv) in respect of any reorganisation or restructuring of any Company or any of its assets or undertakings by the Buyer after Completion.
(k) The Completion NAV shall exclude any amounts in relation to the premium payable under the W&I Policy.
(l) Nil value shall be ascribed in relation to capitalised acquisition costs relating to the acquisition period after Completion) and development of other recoverable current tax assets for the Property, capitalised leasing costs or other capitalised costs.
(m) No Arrears (including service charge arrears) period up to the Cut-off Time shall be included within Cash, and corporate income Tax liabilities for the Completion Accountsperiod up to the Cut-off Time shall be included within Indebtedness.
(n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance 1.12 The Draft Completion Statement shall not be recorded as an assetexclude any deferred tax balances.
1.13 The Draft Completion Statement shall include full provision against receivables (oincluding the balance of post-dated cheques) No asset for which by the Cut-off Time (i) the counterparty is bankrupt, insolvent or liability shall be recognised in respect of any rent free periodliquidation or administration; (ii) the amount is in dispute or otherwise not deemed recoverable, capital contribution or other tenant incentive or any lease smoothing or rent equalisation.
(p) Value shall be attributed to prepayments only in each case except to the extent that they represent future economic value to received in cash by the Target Group after Completion and no value shall be attributed to prepayments in respect of InsuranceCut-off Time.
1.14 An asset for prepayments (qor prepaid expenses) A liability shall be recognised in respect of any amounts payable to agents, lawyers, or any other advisers in connection with the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of Completion.
(r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any amounts that would become payable following Completion in respect of such transactions.
(s) A provision for current period corporation tax shall be included in the Draft Completion Accounts Statement in Working Capital, only to the extent the benefit of which will be available to the Group following Completion.
1.15 Full provision shall be included in Indebtedness in the Draft Completion Statement for any unpaid funding commitments as if of the Cut-off Time and any future funding commitments required to be paid by the Group to joint ventures and associates after the Cut-off Time.
1.16 The Draft Completion Statement shall include a liability in Indebtedness equal to the value of all Leakage Amounts.
1.17 The Draft Completion Statement shall include an asset in Cash in respect of (and in the amount of) any Intra-Group Payable outstanding at the Cut-off Time (as included in Indebtedness) which is settled by way of the relevant Seller’s Group Company making a capital contribution of loan notes (or any other relevant receivables) to the relevant Group Company in accordance with paragraph 1(A) of Schedule 1 in the period commencing on from the day after the Accounts Date Cut-off Time up to and ending on the Completion Date was an accounting period for tax purposesincluding Completion.
(t) No asset or 1.18 A liability shall be recognised included within Working Capital in the Draft Completion Statement in relation to any cash-backed or receivable-backed deferred income balances. Any other deferred income balances shall be excluded from the Draft Completion Statement.
1.19 No amounts shall be included in the Draft Completion Statement for any Intra-Group Receivables in relation to the historical disposal of the Swire Properties Inc. Group (illustratively a balance of US$14m was recorded in the Group at the Accounts Date).
1.20 Balance sheet items as at the Cut-off Time shall be categorised as Cash, Indebtedness or Working Capital in accordance with the balance sheet mapping in Part C of this Schedule 4. No amounts in relation to those line items included under the heading “Excluded” in the balance sheet mapping will be included in Cash, Indebtedness or Working Capital. In the event of a conflict between the balance sheet mapping in Part C of this Schedule 4 and the definitions in clause 1.1 or policies in Part A or this Part B of Schedule 4, the definitions and policies shall take precedence.
1.21 A liability for defined benefit pension obligations, the supplemental executive retirement pension and the retirement medical scheme shall be included in Indebtedness in the Draft Completion Statement, in each case applying a consistent methodology to that applied in the 2022 Balance Sheet, updated for changes in market conditions (which illustratively included a liability of US$36,934k in respect of deferred taxthese schemes).
1.22 A liability shall be included within Indebtedness in the Draft Completion Statement in relation to any obligations as at the Cut-Off Time in relation to deferred compensation arrangements applying a consistent methodology to that adopted in the 2022 Balance Sheet (uwhich illustratively had a value of US$(29,013k) The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completionat 31 December 2023).
(v) Nil value shall be ascribed to the Generators and other resilience services equipment.
(w) The availability of Group Relief will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above.
(x) 1.23 An asset shall be recognised included with Cash in respect of any amounts paid by TIUK the Draft Completion Statement in respect of service charge voids for the period from Completion until 24 Dec 2015 relation to the extent value of the Group's share of assets held in the Rabbi Trust as at the Cut-off Time applying a consistent methodology to that such amounts have not otherwise repaid or settled.
adopted in the 2022 Balance Sheet (y) In the Completion Accounts the provision for amounts received in advance (i.e. deferred income) by the Company from tenants shall be calculated by dividing the actual quarterly income received by 91.25 days and applying this daily rent to the number which illustratively had a value of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th US$11,813k at 31 December 20152022).
(z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount of Group Relief that has been surrendered to Target for the 2014 accounting period 1.24 Any rebates accrued or due as at Completion (but only the Cut-off Time to the extent that the amount surrendered has not been subsequently reduced by the amendment Group in relation to high fructose corn syrup or withdrawal of any relevant Group Relief claim).
(aa) No liability Western Container Corp shall be recognised in respect of any payment for Group Relief that has been surrendered to Target for excluded from the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge paid in advance Receivable from Broadgate Estate Trade Creditors Amounts received in advance from tenants Corporate tax payableDraft Completion Statement.
Appears in 1 contract
Samples: Share Purchase Agreement
Specific Accounting Policies. 1 2.1 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 Draft Acorn Closing Accounts shall be drawn up as at the Effective Time in pounds sterling.
(bor substantially in) the form set out in part E of this schedule 5. No account shall be taken of events taking place after 1 pm the Effective Time, and regard shall only be had to information available to the parties to this Agreement up to the date that the Draft Acorn Closing Accounts are delivered by Acorn to MDLZ.
2.2 The Draft Acorn Closing Accounts and the Draft Acorn Closing Statement will be prepared in Euros. For this purpose, assets and liabilities recorded in the books of an DEMB Group Company or a Charger Group Company in a currency other than Euros shall be translated into Euros at the closing mid point pound spot rate applicable to that non Euro currency at close of business in London on the Closing Date as shown in The Financial Times (London timeEdition) published on the Completion Date in next day after the Completion Closing Date.
2.3 The Draft Acorn Closing Accounts and information becoming available thereafter shall be taken prepared on the basis that the DEMB Group (together with the Charger Group) is a going concern and shall exclude the effect of change of control or ownership of the DEMB Group and will not take 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 effects of any transaction undertaken by post-Closing reorganisations or the Target Group at Completion in accordance with this Agreementpost-Closing intentions or obligations of the Charger Group.
(c) 2.4 For the purposes of the Completion AccountsDraft Acorn Closing Accounts and the Draft Acorn Closing Statement, the Completion Date Effective Time shall be treated as the last day end of a financial and tax reporting period (including performance of all normal year end accounting procedures)period.
(d) 2.5 The provisions of this Schedule 6 (Completion Accounts) schedule 5 shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in the Completion Draft Acorn Closing 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 2.6 The amount 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 ownership of any Company; and/or
(iv) in respect of any reorganisation or restructuring of any Company or any of its assets or undertakings by the Buyer after Completion.
(k) The Completion NAV shall exclude any amounts in relation to the premium payable under the W&I Policy.
(l) Nil value shall be ascribed in relation to capitalised acquisition costs relating to the acquisition and development of the Property, capitalised leasing costs or other capitalised costs.
(m) No Arrears (including service charge arrears) shall be included long term liability recorded within the Completion Accounts.
(n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance Acorn Accounts shall not be recorded as an asset.
(o) No asset or liability shall be recognised the same amount in respect of any rent free period, capital contribution or other tenant incentive or any lease smoothing or rent equalisation.
(p) Value shall be attributed to prepayments only the Draft Acorn Closing Accounts save to the extent that they represent future economic value prior to the Target Group after Completion and no value Effective Time the liability has been paid or as a result of a reassessment following a change in circumstances since the Acorn Accounts. The Draft Acorn Closing Accounts shall not include any revaluation of assets above the amount recorded in the Acorn Accounts.
2.7 The Draft Acorn Closing Accounts shall be attributed prepared so as to prepayments include no provision with respect to any matter which is the subject of a specific indemnity, in favour of any Charger Group Company under the terms of any Transaction Document (other than the Global Tax Matters Agreement).
2.8 Insurance Claim Proceeds will only be recognised in Cash at the Effective Time to the extent that there is an equal or greater liability or provision in Actual Working Capital at the Effective Time for any unspent reinstatement or repair costs in respect of Insurance.
(q) A liability shall be recognised in respect of damaged or destroyed fixed assets or any amounts payable to agents, lawyers, or any other advisers in connection with which the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of CompletionInsurance Claim Proceeds relate.
(r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any 2.9 No amounts that would become payable following Completion in respect of such transactions.
(s) A provision for current period corporation tax shall be included in the Completion Draft Acorn Closing Accounts as if the period commencing on the day after the Accounts Date and ending on the Completion Date was an accounting period for in relation to deferred tax purposesassets or deferred tax liabilities.
(t) No asset or liability shall be recognised in respect of deferred tax.
(u) 2.10 The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completion.
(v) Nil value shall be ascribed to the Generators and other resilience services equipment.
(w) The availability of Group Relief Aggregate Acorn Net DB Liabilities will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above.
(x) An asset shall be recognised in respect of any amounts paid by TIUK in respect of service charge voids for the period from Completion until 24 Dec 2015 to the extent that such amounts have not otherwise repaid or settled.
(y) In the Completion Accounts the provision for amounts received in advance (i.e. deferred income) by the Company from tenants shall be calculated by dividing the actual quarterly income received by 91.25 days and applying this daily rent to the number of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th December 2015)accordance with schedule 11.
(z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount of Group Relief that has been surrendered to Target for the 2014 accounting period as at Completion (but only to the extent that the amount surrendered has not been subsequently reduced by the amendment or withdrawal of any relevant Group Relief claim).
(aa) No liability shall be recognised in respect of any payment for Group Relief that has been surrendered to Target for the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge paid in advance Receivable from Broadgate Estate Trade Creditors Amounts received in advance from tenants Corporate tax payable
Appears in 1 contract
Samples: Global Contribution Agreement (Mondelez International, Inc.)
Specific Accounting Policies. 1 4.1 The following specific accounting principles, policies, treatments, bases, conventions, rules Actual Net Debt Statement and estimation techniques and categorisations the Actual Net Working Capital Statement shall be applied to the Completion Accountsprepared:
(aA) 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 so as to the extent that it provides additional information about conditions existing at the Completion Date. Save as detailed in this Schedule, include 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 adjustmentcharge, provision, charge, reserve or write off will be included in respect of any costs, liabilities or charges incurred or to be incurred after Completion including (without limitation):
(i) arising as a consequence of the change of ownership of any Company;
(ii) revaluations member of non-current assets;
(iii) arising from the Group or any change in management strategy, direction or priority in relation to the business of any Company which results from the change in ownership contemplated by this agreement, any other effect of this agreement or any action of the Buyer or any Affiliate of the Buyer following Completion (however, for the avoidance of doubt, all employment related liabilities, bonuses, consultancy termination payments or similar, which are payable as a change result of ownership of any Company; and/orthe Transaction shall be included 57 as current liabilities for these purposes even if such payments are not made at Completion);
(ivB) in respect of any reorganisation or restructuring of any Company to the extent not otherwise covered by the specific policies set out at paragraphs 4.2 to 4.5 (inclusive) below:
(i) where the Buyer or any Affiliate of its assets the Buyer receives goods or undertakings services after Completion, but the liability has been settled by or will fall due to the Seller, an asset will be recorded in the Actual Net Working Capital Statement; and
(ii) where goods or services were received by the Seller on or before Completion, but the liability will be met by or will fall due to the Buyer or any Affiliate of the Buyer after Completion, a liability will be recorded in the Actual Net Working Capital Statement.
(k) The Completion NAV 4.2 There shall exclude be no double counting of any amounts in relation to account balances such that an account balance shall be only included once within either the premium payable under Actual Net Working Capital Amount or the W&I PolicyActual Net Debt Amount.
(l) Nil value shall be ascribed 4.3 Save as otherwise provided in relation to capitalised acquisition costs relating to the acquisition this Schedule 6, trade creditors and development of the Property, capitalised leasing costs or other capitalised costs.
(m) No Arrears (including service charge arrears) shall be included within the Completion Accounts.
(n) Tenant deposits and service charge deposits where there is not an equal and offsetting creditor balance shall not be recorded as an asset.
(o) No asset or liability shall be recognised in respect of any rent free period, capital contribution or other tenant incentive or any lease smoothing or rent equalisation.
(p) Value shall be attributed to prepayments only to the extent that they represent future economic value to the Target Group after Completion and no value shall be attributed to prepayments in respect of Insurance.
(q) A liability shall be recognised in respect of any amounts payable to agents, lawyers, or any other advisers in connection with the settlement of the rent review in respect of the Telstra Limited lease of the second floor of the Property and the Tableau Documents, up to the date of Completion.
(r) A liability shall be recognised in respect of any costs payable by the Target Group in respect of the sale and purchase of the Shares and the Leases Reorganisation and the Pre-exchange Reorganisation, including but not limited to any amounts that would become payable following Completion in respect of such transactions.
(s) A provision for current period corporation tax accruals shall be included in the Completion Accounts as if the period commencing on the day after the Accounts Date and ending on the Completion Date was an accounting period for tax purposes.
(t) No asset or liability shall be recognised in respect of deferred tax.
(u) The Completion Accounts shall include no provision for any liability for Tax on chargeable gains that would arise to the Company were it to make a disposal of the Property after Completion.
(v) Nil value shall be ascribed to the Generators and other resilience services equipment.
(w) The availability of Group Relief will not be taken into account in calculating the provision for current period corporation tax referred to in paragraph (s) above.
(x) An asset shall be recognised in respect of any amounts paid by TIUK in respect of service charge voids for the period from Completion until 24 Dec 2015 Actual Net Working Capital Statement to the extent that such amounts have not otherwise repaid or settled.
(y) In the Completion Accounts the provision for amounts received in advance (i.e. deferred income) by the Company from tenants shall be calculated by dividing the actual quarterly income received by 91.25 days a liability exists and applying this daily rent to the number of days paid in advance. For the avoidance of doubt, if the Completion Date is 24 November 2015, for the purpose of providing for rents paid by tenants on 29 September 2015, the number of days deemed to be paid in advance shall be 30.5 days (comprising half of 24 November 2015 (the day of completion) through to 24th December 2015).
(z) The provision for corporation tax for the 2014 accounting period will be reduced by the amount of Group Relief that has been surrendered to Target for the 2014 accounting period as still outstanding at Completion (but only to the extent that the amount surrendered has not been subsequently reduced by the amendment or withdrawal of any relevant Group Relief claim).
(aa) No liability shall be recognised in respect of any payment for Group Relief goods and services that has have been surrendered to Target for received or supplied on or before Completion.
4.4 Employee bonuses accrued in the 2014 accounting period. Agreed share acquisition price Trade debtors Seller debt Service charge ordinary course of business (other than sale bonuses incurred as a result of the Transaction) but not paid in advance Receivable from Broadgate Estate Trade Creditors Amounts received respect of periods terminating before Completion shall be included in advance from tenants Corporate tax payablethe Actual Net Working Capital Statement. Employee bonus accruals (other than in relation to sale bonuses accrued as a result of the Transaction) in respect of bonus scheme periods which bridge Completion will be calculated on a pro rata basis, based on the performance against the bonus target up to Completion and such amounts shall be included in the Actual Net Working Capital Statement. Employee sale bonuses accrued as a result of the Transaction and not paid on or before Completion shall be included in the Actual Net Debt Statement. Each reference to employee bonus and employee sale bonus in this paragraph shall include employer’s national insurance contributions at a rate of 12.8% of the gross amount of the bonus.
Appears in 1 contract
Samples: Share Purchase Agreement
