The Completion Accounts the Draft Completion Statement and the Final Completion Statement shall be prepared and shall be used for the exclusive purpose of determining the Purchase Price Adjustment.
The Completion Accounts. The Purchaser shall procure that as soon as practicable following Completion there shall be drawn up (a) a consolidated balance sheet of the Group Companies, provided that (i) the US Assets and the UK Assets, the Assumed Liabilities and the UK Assumed Liabilities shall be reflected on such consolidated balance sheet and (ii) no items in respect of corporation tax shall be reflected on such consolidated balance sheet as at Completion, and (b) a calculation of the amount of the corporation tax currently payable by the Group Companies as at Completion (the "Current Tax Adjustment") (collectively the "Completion Accounts") and that the same are reviewed by the Purchaser's accountants. Any overpayment or prepayment by WPI Husky of life assurance premiums shall be shown as an asset of the Group Companies for the purpose of the Completion Accounts. Except as provided above in Clauses (i) and (ii), the Completion Accounts shall be drawn up in accordance with accountancy principles generally accepted in the United Kingdom and (so far as not inconsistent therewith) in accordance with the principles, methods and bases used in preparing the Accounts and so as to comply with the Companies Axx 0000.
The Completion Accounts. (a) disclose a true and fair view of the state of affairs of SCM and the Showboat Leighton Partnership as at the date to which they are made up;
(b) are true and correct in all material respects;
(c) include adequate reserves or provisions for all liabilities (including Tax Liabilities) of SCM and the Showboat Leighton Partnership as at that date.
The Completion Accounts. Provisions for the protection of the Warrantors......................83 8 Rights of First Refusal and Last Refusal.............................89 9
The Completion Accounts. The Completion Accounts shall be presented in substantially the same format as set out in parts 3 and 4 of this schedule 5.
The Completion Accounts. 36 SCHEDULE VI.................................................................39
The Completion Accounts. The Vendors shall procure that as soon as practicable following Completion there shall be drawn up a balance sheet and a profit and loss statement of the Company as at Completion (the COMPLETION ACCOUNTS) and that the same are reviewed by the Vendors' Accountants. The Completion Accounts shall be drawn up in accordance with GAAP and (so far as not inconsistent ------------------------------------------------------------------------------- 15 17 therewith) in accordance with the principles, methods and bases adopted in drawing up the Audited Accounts and so as to comply with the Companies Act 0000.
The Completion Accounts. Optional
The Completion Accounts. The Completion Accounts will be complete and correct in all respects and truly and correctly reflect the results of the operation, the financial condition and the assets and liabilities of the Company as at the Completion Date and will be prepared in conformity with appropriate accounting principles, book-keeping legislation and tax legislation, consistently applied by the Company. Without limiting the generality of the foregoing, all cash transactions undertaken by the Company will be properly recorded in the Completion Accounts.
The Completion Accounts. The Audited Financial Statements and the Completion Accounts (a) have been prepared in accordance with the books and records of the Company, (b) comply with the requirements of the Companies Acts and other relevant United Kingdom statutes, (c) are not affected by any extraordinary, exceptional or non-recurring item of a material nature and (d) fairly present the assets and liabilities (including contingent, unqualified or disputed liabilities) of the Company and the financial condition and results of operations and cash flows of the Company as of, and for the respective periods ended on, such dates, all in conformity with XX XXXX (Xxxxxx Xxxxxxx Generally Accepted Accounting Principles) consistently applied. Since December 31, 2000 and except as fully set forth in the Audited Financial Statements and the Completion Accounts, the Company has no material liabilities other than those incurred or arising in the ordinary course of business (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) arising out of transactions or events heretofore entered into or any action or inaction or state of facts existing, with respect to, or based upon transactions or events heretofore occurring.
