IC Settlement Notice; Implementation Sample Clauses
The "IC Settlement Notice; Implementation" clause defines the procedures and requirements for notifying parties about the settlement of intercompany (IC) transactions and the subsequent steps for implementing such settlements. Typically, this clause outlines how and when notices must be delivered, who is responsible for sending and receiving them, and what information must be included to ensure all parties are properly informed. For example, it may specify that written notice must be provided within a certain timeframe after a settlement event and detail the actions required to effectuate the settlement, such as payment transfers or accounting adjustments. The core function of this clause is to ensure transparency and coordination among parties, reducing the risk of disputes or misunderstandings regarding the settlement of intercompany obligations.
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IC Settlement Notice; Implementation. (a) The Sellers shall procure that at the latest on the end of the 3rd (third) Business Day following the date on which the Closing Condition set forth in Section 9.1 is satisfied (the “IC Settlement Date”), (i) the Cash Pool Agreements are terminated and (ii) there will be no further draw-downs or repayments under the IC Loan Agreements and/or the Cash Pool Agreements between such IC Settlement Date and the Closing Date.
(b) Within 2 (two) Business Days following the IC Settlement Date, P7S1 shall deliver to the Purchaser a written notice (the “IC Settlement Notice”) stating (i) the amounts of the P7S1 Receivables and of the P7S1 Payables (x) as of the Locked-box Date, (y) as of the IC Settlement Date and (z) as of the Agreed Closing Date, (ii) the Receivables Excess Amount or the Payables Excess Amount, as the case may be, as of the Locked-box Date, the IC Settlement Date and on the Agreed Closing Date, (iii) the Total Purchase Price payable by the Purchaser and (iv) the Designated Entity. The IC Settlement Notice may not contain any trade receivables or trade payables incurred or any P7S1 Receivables and/or P7S1 Payables (or parts thereof) in existence as of the Locked-box Date which were not contained in Annex 5.1(a)-2 and/or Annex 5.1(b)-2. For the avoidance of doubt, all amounts denominated in currencies other than Euros shall be converted into Euros as per the IC Settlement Date pursuant to the provisions of Sec. 21.7 below.
(c) In the Pre-Closing Period, the Sellers shall notify the Purchaser in writing of the amount of funds lent under the IC Loan Agreements and/or the Cash Pool Agreements as of the end of each calendar month in the Pre-Closing Period. The Purchaser and the Sellers and their legal advisers shall work together in order to prepare in a timely manner the documentation regarding the transfer of the P7S1 Receivables and the assumption of P7S1 Payables on the Closing Date.
(d) The Sellers shall, for purposes of Purchaser's funding requirements at Closing only, ensure that the Receivables Excess Amount will not exceed an amount of EUR 30,000,000.00 (in words: thirty million euros) (such amount to be calculated excluding the effects from the contribution of the Finnish Loan Receivable and/or the exchange of the Group Contribution Receivable), it being understood that P7S1 shall at all times be entitled to effect a reduction of this amount through the incurrence of any additional P7S1 Payables.