Specific Accounting Treatments. The following Specific Accounting Treatments shall apply in the preparation of the Completion Statements:
(a) In relation to inventory:
(i) items will be valued at the lower of their cost or realisable value;
(ii) non-catalogued items will be provisioned at 100%; and
(iii) slow moving or damaged items will have specific provisions.
(b) In relation to receivables:
(i) receivables will be recorded in Working Capital only to the extent incurred in the ordinary course of business;
(ii) accounts and other receivables overdue (excluding receivables from operators, public administrative bodies, ENEL Group and judicial authorities) will be provisioned at least at 77%;
(iii) receivables not overdue and eligible for sale under non-recourse receivables sale agreements shall be measured net of the cost to be incurred to sell the receivable;
(iv) indirect Tax receivables will be included in Working Capital;
(v) direct Tax receivables shall be excluded from Working Capital;
(vi) interest receivables shall be excluded from Working Capital;
(vii) receivables related to the 2014 Telecom Italia settlement signed on 30 September 2014 shall be excluded from Working Capital; and
(viii) receivables related to Ericsson cash vouchers issued by Telefonaktiebolaget LM Ericsson with letter dated 29 December 2011, and assigned by H3G S.p.A. to H3G PS on 16 January 2012, as subsequently amended in 2013, shall be excluded from Working Capital.
(c) In relation to payables:
(i) payables that are overdue by more than 60 days shall be excluded from Working Capital;
(ii) payables that are overdue from operators by more than 60 days, net of any related receivables, should be excluded from Working Capital;
(iii) indirect Tax payables will be included in Working Capital;
(iv) direct Tax payables shall be excluded from Working Capital;
(v) interest payables shall be excluded from Working Capital;
Specific Accounting Treatments. The following Specific Accounting Treatments shall apply in the preparation of the Draft Closing Statements and of the Closing Statements:
(a) The Draft Closing Statements shall be prepared as of the Reference Date. Regard shall only be had to information available to the Parties up to the date that the Draft Closing Statement is delivered by the Buyer to the Sellers, as it relates to the Target Companies at the Reference Date.
(b) The Draft Closing Statements and the Closing Statements shall be prepared in Euros. Assets and liabilities in those statements denominated in a currency other than Euros shall be converted into Euros at the average exchange rate between EUR and USD for the thirty trading days prior to the Reference Date.
(c) The Draft Closing Statements and the Closing Statements shall be prepared on the basis that the Companies are each a going concern and shall exclude the effect of the change of control or ownership of the Companies and will not take into account the effects of any post-closing reorganization or the post-closing intentions or obligations of the Buyer.
(d) There will be no double counting (whether positive or negative) of any item to be included in the Draft Closing Statements and the Closing Statements.
(e) The Draft Closing Statements and the Closing Statements shall not re-appraise the value of any assets of the Companies, as a result of the change in their ownership (or any changes in the business of the Companies since the date of this Agreement following such change in ownership).
Specific Accounting Treatments. 3.1. No account shall be taken of events taking place after the Calculation Time (other than in the calculation of Indebtedness Amount).
3.2. The calculation of Closing Date Net Working Capital shall be prepared on the basis that the Company and its Subsidiaries (the “Company Group”) are a going concern and shall exclude the effect of change of control or ownership of the Company Group.
3.3. The definitions of Closing Date Net Working Capital, Closing Cash Amount, Indebtedness and Transaction Expenses shall be interpreted so as to avoid double counting (whether positive or negative) of any item. Without limiting the generality of the foregoing, in no event shall Closing Date Net Working Capital include any Closing Cash or any other cash or cash equivalents.
3.4. For the purposes of calculating the Closing Date Net Working Capital, Closing Cash Amount and Indebtedness, the Calculation Time shall be treated as the end of a tax or accounting period.
3.5. Closing Date Net Working Capital, Closing Cash Amount and Indebtedness shall be calculated on the basis that intra-group balances between members of the Company Group will be reconciled and eliminated.
3.6. The Closing Date Net Working Capital shall include a full accrual in respect of unpaid salaries and wages, including with respect to any unused holiday pay to which employees are contractually entitled to have taken, in each instances including tax and social security costs, up to and at the Calculation Time.
3.7. Prepayments shall be recognized, within Closing Date Net Working Capital, in respect of advance payments made before or at the Calculation Time in respect of goods and services only to the extent that the benefit of such goods and services are received or receivable by the Group after the Calculation Time.
3.8. Calculation of Closing Date Net Working Capital, Closing Cash Amount and Indebtedness shall not include any capitalized amounts (whether in fixed assets or otherwise) to the extent such amounts would not have been capitalized in the Balance Sheet.
3.9. No value shall be attributed to any assets or amounts receivable from employees (including any employee advances).
3.10. All declared but unpaid dividends shall be included as a liability (within Indebtedness). [Intentionally Omitted] This ESCROW AGREEMENT (this “Agreement”) is dated as of July 31, 2018, by and among (i) Mimecast Services Limited, a company organized under the laws of England and Wales (“Buyer”), (ii) Shareholder Representat...
Specific Accounting Treatments. 5 The following Specific Accounting Treatments shall apply in the preparation of the Closing Statement:
Specific Accounting Treatments. The following Specific Accounting Treatments shall apply in the preparation of the Closing Accounts:
(1) The Closing Accounts shall be prepared in accordance with the procedures normally applied to annual financial statements at the end of a financial year including in relation the performance of stock counts and with regard to completeness of recognition and cut-off of assets, liabilities, provisions and other balance sheet items as well as valuation procedures. Income and expenses (and corresponding accounts receivable, accounts payable and provisions) which are usually calculated on an annual basis shall also be reflected in the Closing Accounts on a pro-rata temporis basis. Items relating to Taxes shall be reflected in the Closing Accounts based on the calculation of provisions for income Taxes and other Taxes for the period ending on the Closing Date.
(2) Information in respect of subsequent events shall be taken into account up to the date when the Closing Accounts become binding on the Parties.
(3) The Closing Accounts shall be prepared on the basis that the Company is a going concern.
(4) No item shall be included in the Closing Accounts more than once (no double counting).
Specific Accounting Treatments. 1. The following Specific Accounting Treatments shall apply in the preparation of the Closing Statement:
(a) The Closing Statement shall be prepared by reference to the general ledger of the Company, drawn up as at the Effective Time.
(b) The Closing Statement shall be prepared in accordance with those specific procedures that would normally be adopted: (i) as if it were the last day of an annual financial reporting period; and (ii) a year end for Tax purposes, including detailed analysis of prepayments and accruals and appropriate cut- off procedures.
(c) No item shall be included in the Closing Statement more than once, and no item shall be excluded from the Closing Statement solely on the grounds of immateriality.
(d) A provision shall be included for all trade receivables (excluding STC) and calculated as: (i) 5% of trade receivables outstanding between 0-30 days (from invoice date); (ii) 6.5% of trade receivables outstanding between 31-60 days (from invoice date); (iii) 8.6% of trade receivables outstanding between 61-90 days (from invoice date); (iv) 11.2% of trade receivables outstanding between 91-120 days (from invoice date); (v) 14.8% of trade receivables outstanding between 121-180 days (from invoice date); (vi) 21.2% of trade receivables outstanding between 181-270 days (from invoice date); (vii) 44.7% of trade receivables outstanding between 271-365 days (from invoice date); and (viii) 79.7% of trade receivables outstanding for more than 365 days (from invoice date) as at the Effective Time (provided, that, to the extent that any trade receivables that was provided against was collected between the Effective Time and the date the Closing Statement is agreed or otherwise determined, these provisions shall be reversed in the Closing Statement). The Closing Statement shall include a provision for irrecoverable trade receivables where there are indicators that the irrecoverability is confirmed.
(e) An asset for Tax advances shall be included in the Closing Statement.
(f) An asset for prepayments shall be included in the Closing Date in respect of amounts paid at the Closing Date in relation to goods and services to be supplied after the Closing Date. For the avoidance of doubt, prepayments that have no benefit to the Company following the Closing Date shall be excluded.
(g) Full accrual shall be included for the cost of all goods and services provided on or before the Effective Time that have not been paid for as at the Effective Time, including:
...
Specific Accounting Treatments. In order to prepare the Completion Statements an aggregated balance sheet (the “Completion Balance Sheet”) will be prepared for the Group Companies immediately prior to Completion and an aggregated statement of EBITDA will be prepared for the Group Companies for the period from 1 January 2021 to 30 June 2021 (the “EBITDA Statement”). The Completion Balance Sheet will be prepared based on actual amounts, if available, in accordance with the Accounting Standards. The Completion Statements will be prepared from this Completion Balance Sheet and the EBITDA Statement, subject to the requirements set out in Part 1 and Part 2 of this Schedule 3.
Specific Accounting Treatments. 1.1 The following specific accounting treatments shall apply to the preparation of the Completion Accounts:
(a) The Merge Dragon Payment and the [***] shall be included as part of Accounts Payable.
(b) Any Transaction Expenses invoiced to the Sellers and/or which are discharged by the Sellers (or the Paying Agent on behalf of the Sellers) shall not be included in Accounts Payable.
2.1 The Completion Accounts shall be prepared:
(a) as if the date to which they are made up is the last day of a financial year;
(b) so as to exclude any and all effects of this Agreement and the transactions contemplated under this Agreement, including the effect of the change of control and ownership of the Group, and the Completion Accounts shall not re‑appraise the value of any of the assets of the Group Companies resulting from such change of control and ownership or any related changes to the business of the Group Companies, save as expressly provided in this Schedule 7 (Completion Accounts);
(c) so as to exclude the costs incurred in relation to this Agreement (including the costs of the preparation, delivery, review and resolution of the Completion Accounts);
(d) so as to take account of no events or information arising or received following Completion Date, and on the basis that the Completion Accounts reflect the position of the Group Companies as at the Completion Date and shall exclude the effects of any post‑Completion reorganisations or other post‑Completion actions, intentions or obligations of the Purchaser;
(e) on a going concern basis;
(f) on a consolidated basis so as to aggregate the relevant balance sheet accounts of all Group Companies and fully reconcile and eliminate all payables and receivables between any Group Company and any other Group Company.
3.1 In determining the Actual Cash, Actual Debt, Actual Accounts Receivable and Actual Accounts Payable no amount shall be double counted. Part 3 Preparation, Delivery and Agreement
Specific Accounting Treatments. 1.1 The Completion Accounts shall be prepared:
(a) so as to exclude any and all effects of this Agreement and the transactions contemplated under this Agreement, including the effect of the change of control and ownership of the Company and the Business, and the Completion Accounts shall not re-appraise the value of any of the assets and liabilities of the Company and the Business resulting from such change of control and ownership or any related changes to the business of the Company and the Business, save as expressly provided in this Schedule 7 (Completion Accounts);
(b) so as to exclude the costs incurred in relation to this Agreement (including the costs of the preparation, delivery, review and resolution of the Completion Accounts);
(c) so as to only take account of events taking place after the Effective Time if they are “adjusting events” (as defined in IAS 10) and only having regard to information available to the Parties up until the the time when the Seller delivers the Draft Completion Accounts to the Purchaser in accordance with Part 7 of Schedule 7 and only where such information provides evidence of conditions existing at the Effective Time; and
(d) on a going concern basis.
1.2 In determining the Actual Cash, Actual Debt, Actual Intra Group Borrowing, Actual Intra Group Lending and Actual Working Capital, no amount shall be double counted (whether positive or negative) and no item shall be excluded solely on the grounds of immateriality. Part 7 Preparation, Delivery and Agreement
Specific Accounting Treatments. The following Specific Accounting Treatments shall apply in the preparation of the Closing Statement or the accounts as at 31 December 2011 and for the purpose of the calculation of the Net Asset Value and French GAAP EBITDA:
1. Information available for Closing Statement. Information available up until Closing only shall be taken into account insofar as it provides evidence of the state of affairs of the Company at Closing. The Closing Statement will reflect the position of the Company as at Closing and will not take into account the effects of any post Closing reorganisations or, in any way, the post Closing intentions or obligations of the Purchaser.
2. No re-appraisal of asset values. Neither the Net Asset Value calculation, nor the Closing Statement shall re-appraise the value of any of the assets of the Company as a result of the change in its ownership (or any changes in the business of the Company since Closing following such change in ownership) except only as specifically set out in this Schedule.
