Common use of Date and Place Clause in Contracts

Date and Place. Save where otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)), Closing shall take place simultaneously with closing under the other Target Asset Agreements at the offices of Freshfields Bruckhaus Xxxxxxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day of the month in which fulfilment of the condition(s) set out in Clause 4.1 takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the Sellers, provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset Agreements; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6, 4.1.7, and 4.1.8 is fulfilled or waived unless the condition set out in Clauses 4.1.5 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which the condition set out in Clauses 4.1.5 is fulfilled or waived.

Date and Place. Save where otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)25), Closing shall take place simultaneously with closing under the other Target Asset Agreements at the offices of Freshfields Bruckhaus Xxxxxxxx LLPXxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day of the month in which fulfilment or waiver of the last of the condition(s) set out in Clause 4.1 to be fulfilled or waived takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment or waiver and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the Sellers, Purchaser and the Seller in writing. provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset AgreementsAgreements at the same time; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6, 4.1.7, 4.1.7 and 4.1.8 4.1.9 is fulfilled or waived unless any of the condition conditions set out in Clauses 4.1.5 and 4.1.8 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which all of the condition conditions set out in Clauses 4.1.5 is and 4.1.8 are fulfilled or waived.

Date and Place. Save where otherwise provided in this Agreement (including in Parts 7 Subject to 14 (inclusive) paragraph 4.3 of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses))25, Closing shall take place simultaneously with closing under the other Target Asset Agreements at 11.59 p.m. (Central European Time) at the offices of Freshfields Bruckhaus Xxxxxxxx LLPXxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day of the month in which fulfilment or waiver of the last of the condition(s) set out in Clause 4.1 to be fulfilled or waived takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment or waiver and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the SellersPurchaser and the Seller in writing, provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset AgreementsAgreements at the same time; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6, 4.1.74.1.8, 4.1.9 and 4.1.8 4.1.11 is fulfilled or waived unless any of the condition conditions set out in Clauses 4.1.5 4.1.7, 4.1.10 and 4.1.12 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which all of the condition conditions set out in Clauses 4.1.5 is 4.1.7, 4.1.10 and 4.1.12 are fulfilled or waived.

Date and Place. Save where as otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)25), Closing shall take place simultaneously with closing under the other Target Asset Agreements at the offices of Freshfields Bruckhaus Xxxxxxxx LLPXxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day of the month in which fulfilment or waiver of the last of the condition(s) set out in Clause 4.1 to be fulfilled or waived takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment or waiver and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the SellersPurchaser and the Seller in writing, provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset AgreementsAgreements at the same time; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6, 4.1.74.1.8, 4.1.9 and 4.1.8 4.1.11 is fulfilled or waived unless any of the condition conditions set out in Clauses 4.1.5 4.1.7, 4.1.10 and 4.1.12 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which all of the condition conditions set out in Clauses 4.1.5 is 4.1.7, 4.1.10 and 4.1.12 are fulfilled or waived.

Date and Place. Save where otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)), 6.1.1 Closing shall take place simultaneously with closing under the other Target Asset Agreements at 10.00 a.m. (London Time) at the offices of Freshfields Bruckhaus Xxxxxxxx Linklaters LLP, 00 Xxxxx One Xxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day day of the month in which fulfilment of the condition(s) set out in Clause 4.1 takes placeClauses 4.1.1, 4.1.2, 4.1.4 and 4.1.5 have been fulfilled or (where permitted by this Agreement) waived and, as at the Closing date, the conditions set out in Clauses 4.1.3 and 4.1.6 being satisfied, except that: 6.1.1 (i) Closing shall not take place before 31 December 2015 other than if the parties have mutually agreed that Closing should take place before then (subject always to the conditions set out in Clause 4.1 having first been fulfilled or (where permitted by this Agreement) waived); (ii) the Seller may, if it determines that the timing of Closing may be prejudicial to a public health risk, including (without limitation) as a result of an influenza or other pandemic, in connection with which the Seller’s Group performs or expects to perform any research and development activities or supplies or expects to supply any products, fix a later date for Closing by notice to the Purchaser, provided that such later date falls on or before the Long Stop Date; (iii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 (iv) where less than five 5 Business Days remain between such fulfilment and the last Business Day day of the month, Closing shall take place: (ia) on the last Business Day day of the following month;; and (iib) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i6.1.1(iv)(a); or; (iiic) or at such other location, time or date as may be agreed between the Sellers, provided that: (a) Closing shall not take place Purchaser and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset Agreements; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6, 4.1.7, and 4.1.8 is fulfilled or waived unless the condition set out in Clauses 4.1.5 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which the condition set out in Clauses 4.1.5 is fulfilled or waivedSeller.

Date and Place. Save where otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)), Closing shall take place simultaneously with closing under the other Target Asset Agreements at 11.59 p.m. (Central European Time) at the offices of Freshfields Bruckhaus Xxxxxxxx LLPXxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last Business Day of the month in which fulfilment or waiver of the last of the condition(s) set out in Clause 4.1 to be fulfilled or waived takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment or waiver and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the Sellers, Purchaser and the Seller in writing. provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset AgreementsAgreements at the same time; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6, 4.1.7, 4.1.7 and 4.1.8 4.1.9 is fulfilled or waived unless any of the condition conditions set out in Clauses 4.1.5 and 4.1.8 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which all of the condition conditions set out in Clauses 4.1.5 is and 4.1.8 are fulfilled or waived.

Date and Place. Save where as otherwise provided in this Agreement (including in Parts 7 to 14 (inclusive) of Schedule 6 (Shared Business Contracts, Transferred Contracts and Certain Other Businesses), Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses)25), Closing shall take place simultaneously with closing under the other Target Asset Agreements at the offices of Freshfields Bruckhaus Xxxxxxxx LLPXxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx XX0X 0XX (other than in respect of any Local Transfer Documents agreed between the parties to be executed in another jurisdiction) on the last *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. Business Day of the month in which fulfilment or waiver of the last of the condition(s) set out in Clause 4.1 to be fulfilled or waived takes place, except that: 6.1.1 where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the following month; and 6.1.2 where less than five Business Days remain between such fulfilment or waiver and the last Business Day of the month, Closing shall take place: (i) on the last Business Day of the following month; (ii) where the last day of such month is not a Business Day, the Closing shall instead take place on the first Business Day of the month following the month referred to in Clause 6.1.2(i); or (iii) at such other location, time or date as may be agreed between the SellersPurchaser and the Seller in writing, provided that: (a) Closing shall not take place and shall not be effective in any circumstances unless closing also takes place simultaneously under and in accordance with the terms of the other Target Asset AgreementsAgreements at the same time; and (b) in determining the date on which the last of the conditions set out in Clause 4.1 is fulfilled or waived, the date shall be the date on which the last of the conditions set out in Clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6, 4.1.74.1.8, 4.1.9 and 4.1.8 4.1.11 is fulfilled or waived unless any of the condition conditions set out in Clauses 4.1.5 4.1.7, 4.1.10 and 4.1.12 is not fulfilled or waived on that date, in which case the date shall then be the first following date on which all of the condition conditions set out in Clauses 4.1.5 is 4.1.7, 4.1.10 and 4.1.12 are fulfilled or waived.