Specific Accounting Principles. 2.1 Except as required by paragraphs 2.2 to 2.4 of this Schedule, the following accounting treatments shall be applied in preparing the Completion Statement:
(a) the Completion Statement shall be prepared on a consolidated basis by reference to the seven-digit general ledger of the Group Companies as at the Effective Time and applying procedures that would customarily be adopted at a financial year end, including eliminating intra-group balances together with any intra-group profits. No item shall be included more than once in the Completion Statement, or be included (or excluded) solely on the grounds of immateriality, and no account shall be taken of the funds flows arising at or as a consequence of Completion;
(b) the Completion Statement shall be expressed in AUD and all amounts expressed in any other currencies shall be translated into AUD at the Exchange Rate; and
(c) the Completion Statement shall take into account information in respect of Adjusting Events as defined in ASC 855 (Subsequent Events) up until the time the Purchaser delivers the draft Completion Statement to the Seller (the Delivery Time).
2.2 The Completion Statement shall exclude fixed and non-current assets other than prepaid accreditation fees, deferred contract costs and other security deposits (GL Account 0000000) and for these purposes, fixed assets shall include capitalised course development costs, capitalised staff costs, in each case whether or not recharged from the Seller’s Group, and intangible fixed assets.
2.3 Cash shall comprise amounts which are freely available to be lent, spent, or distributed by the Group Companies in the ordinary course of business and shall exclude: (i) any cash held in China; and (ii) any restricted or trapped cash as it relates to international student deposits (including but not limited to GL Accounts 0000000, 0000000 and 1086570), domestic tuition assurance deposits (including but not limited to GL Accounts 0000000, 0000000 and 1087830) and government grant funding (including but not limited to GL Account 0000000) (together these amounts in sub-paragraph (ii) shall form Restricted Cash). Restricted Cash shall be included in the calculation of Working Capital and Estimated Working Capital. For the avoidance of doubt if the between the date of this agreement and Completion, (x) domestic tuition assurance deposits; and/or (y) security deposit amounts, are released and replaced with bank guarantees or letters of credit, in each case in accordance...
Specific Accounting Principles. 2.1 The Completion Accounts shall be prepared by reference to the general ledger of the Company drawn up as at immediately prior to Completion on the day of Completion (the “Effective Time”) and in accordance with those specific procedures that would normally be adopted at a financial year-end.
2.2 In preparing the Completion Accounts, account shall be taken in respect of Adjusting Events (as defined by IAS10 “Events After the Reporting Period”) after the Effective Time up until the time the Buyer delivers the Completion Accounts to the Seller (the “Cut-Off Time”).
Specific Accounting Principles. Except as required by paragraphs 2.2 to 2.4 of this Schedule, the following accounting treatments shall be applied in preparing the Completion Statement:
Specific Accounting Principles. The Completion Accounts shall be prepared on the basis of IFRS and the following accounting treatments, principles, policies, bases, practices, methods and adjustments shall be used in the preparation and determination of the Completion Accounts:
2.4.1 the Completion Accounts shall reflect new events occurring and information becoming available up to the date on which the Draft Completion Accounts Pack are delivered to the Seller, to the extent such information and events provide additional evidence with respect to conditions that existed at the Effective Time;
2.4.2 the Completion Accounts shall be prepared as if the Effective Time occurs at the end of an accounting and Tax period and in accordance with those specific procedures that would be adopted at a financial year-end, including detailed analysis of accruals and cut-off procedures;
2.4.3 the Completion Accounts shall be prepared on the basis that the Group Companies are a going concern and shall exclude (except with respect to Transaction Costs) the effect of change of control or ownership of the Group Companies and any relating adjustments due to purchase accounting and will not take into account the effects of any post-Completion reorganizations of the Purchaser or its Affiliates. For the avoidance of doubt, no financing undertaken by the Purchaser or at the direction of the Purchaser will be included or reflected in the Completion Accounts;
2.4.4 no minimum materiality limits shall be applied in the preparation and review of the Completion Accounts;
2.4.5 the provisions of this Schedule 7 shall be interpreted to avoid double counting (whether positive or negative) of any item included in the Completion Accounts;
2.4.6 the Completion Accounts will be prepared in United States Dollars. Any amounts denominated in a currency other than United States Dollars shall be converted into United States Dollars at the mid-point United States Dollar spot rate of exchange applicable to such other currency as quoted by the Wall Street Journal as of the Effective Time or, with regard to Serbian dinars, at the median exchange rate as quoted by National Bank of the Republic of Serbia as of the Effective Time;
2.4.7 intercompany balances among or between the Group Companies shall be reconciled and eliminated. Any unreconciled assets or liabilities shall be released, and no such amounts shall be included in Net Working Capital;
2.4.8 for the purposes of determining any component of the Completion Accounts, the applic...
Specific Accounting Principles. The following specific principles, policies, bases, practices and methods shall be used in the preparation of the Completion Statement:
2.1 The Completion Statement shall be drawn up as at 5.01 pm i.e. after close of business on the Completion Date (the "Effective Time") subject to paragraph 1.
Specific Accounting Principles. (a) Time and basis of preparation: The Completion Statement shall be prepared on an aggregated basis as at the Effective Time, with the balance sheets of the Group Members aggregated with the intracompany balances owed between the Group Members reconciled and any unreconciled amounts shall be written off.
(b) Events after the Completion Date: The Completion Statement shall reflect events occurring after the Effective Time but before the date on which the Draft Completion Statement is delivered to the Buyers to the extent that these provide additional evidence of conditions that existed at the Effective Time. The post-Completion actions, intentions or obligations of the Buyers in relation to the Company shall not be taken into account in the Completion Statement. No charge, provision, reserve or write-off in respect of any costs, liabilities or charges, arising from the change in ownership of the Company shall be reflected in the Completion Statement.
(c) No double counting: The provisions of this Schedule 6 (Completion Statement) shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in the Completion Statement and no minimum materiality limits and thresholds shall be applied in calculating any amounts included in the Completion Statement.
