Notifications to determine payments on Closing. Five Business Days prior to Closing, the Seller shall notify the Purchaser of:
7.5.1 the Estimated Cash;
7.5.2 the Estimated Third Party Indebtedness;
7.5.3 the Estimated Intra-Group Financing Receivables;
7.5.4 the Estimated Intra-Group Financing Payables; and
7.5.5 the Estimated Working Capital, each of such estimates having been prepared in good faith. The Seller shall use reasonable endeavours to prepare such estimates on a basis consistent with the basis on which the Closing Statement will be prepared in accordance with Schedule 7 and shall also provide, in the case of the Estimated Intra-Group Financing Receivables and the Estimated Intra-Group Financing Payables, such detail as is necessary for the Purchaser to procure any payments to be made pursuant to Clause 7.7.
Notifications to determine payments on Closing. 6.4.1 Five Business Days prior to Closing, each Seller shall notify the Purchaser of:
(i) the Estimated Target Group Companies’ Cash Balances;
(ii) the Estimated Third Party Indebtedness;
(iii) the Estimated Intra-Group Non-Trade Receivables;
(iv) the Estimated Intra-Group Non-Trade Payables;
(v) any Estimated Employee Benefit Adjustment;
(vi) the Estimated Tax Adjustment;
(vii) the Estimated Working Capital;
(viii) the Estimated Working Capital Adjustment; and
(ix) the Estimated Intra-Group Trading Balances, and shall at the same time provide to the Purchaser reasonable supporting calculations and information to enable the Purchaser to review the basis on which the estimates have been prepared. Each Seller shall also provide the Purchaser with reasonable details (including the relevant debtor and creditor) in relation to the Intra-Group Trading Balances.
6.4.2 Each Seller’s notification pursuant to Clause 6.4.1 shall specify the relevant debtor and creditor for each Estimated Intra-Group Non-Trade Payable, Estimated Intra-Group Non-Trade Receivable, Estimated Intra-Group Trade Payable, Estimated Intra-Group Trade Receivable, and Estimated Transferred Accounts Payable or Estimated Transferred Accounts Receivable included within the Estimated Intra-Group Trading Balances.
6.4.3 Immediately following Closing:
(i) the Purchaser shall procure that each Target Group Company repays to the relevant member of each Seller’s Group the amount of any Estimated Intra-Group Non-Trade Payables and shall acknowledge on behalf of each Target Group Company the payment of the Estimated Intra-Group Non-Trade Receivables in accordance with Clause 6.4.3(ii); and
(ii) each Seller shall procure that each relevant member of that Seller’s Group repays to the relevant Target Group Company the amount of any relevant Estimated Intra-Group Non-Trade Receivables and shall acknowledge on behalf of each relevant member of that Seller’s Group the payment of the relevant Estimated Intra-Group Non-Trade Payables in accordance with Clause 6.4.3(i).
6.4.4 The repayments made pursuant to Clause 6.4.3 shall be adjusted in accordance with Clauses 7.3 and 7.4 when the Closing Statement becomes final and binding in accordance with Clause 7.2.1.
Notifications to determine payments on Closing. (ten) Business Days prior to Closing, the Seller shall prepare and send the Pre-Closing Statement to the Purchaser and shall notify the Purchaser in writing of:
Notifications to determine payments on Closing. 6.4.1 Five Business Days prior to Closing, the Seller shall, subject to engaging in a reasonable period of good-faith prior consultation with the Purchaser in respect of the same, notify the Purchaser in writing of:
(i) the Estimated Cash;
(ii) the Estimated Third-Party Indebtedness;
(iii) the Estimated Intra-Group Receivables;
(iv) the Estimated Intra-Group Payables;
(v) the Estimated Pension Liability;
(vi) the Estimated Working Capital;
(vii) the Estimated Working Capital Adjustment; and
(viii) the amount payable by the Purchaser at Closing pursuant to Clause 6.3.1.
6.4.2 The amount notified by the Seller in accordance with Clause 6.4.1(viii) shall, in the absence of manifest error, be the amount payable by the Purchaser on Closing.
6.4.3 The Seller’s notification pursuant to Clause 6.4.1 shall, to the extent practicable, specify the relevant debtor and creditor for each Estimated Intra-Group Payable and Estimated Intra-Group Receivable.
Notifications to determine payments on Closing. 7.6.1 On the date falling two weeks after the date of this Agreement (and on the date falling every two weeks thereafter up to 20 December 2019), the Seller shall provide to the Purchaser a list of all sales of properties involving the Linden Homes Group or the Partnerships & Regeneration Group that are expected to complete on or before the Effective Time, including current status of those transactions (such list being referred to in the Group as the “Countdown Schedule”).
7.6.2 On 20 December 2019, the Seller shall provide the Purchaser in writing with, and both parties shall meet to discuss, the:
(i) the Linden Homes Estimated TGAV and the Linden Homes Estimated TGAV Adjustment Amount; and
(ii) the Partnerships & Regeneration Estimated TGAV and the Partnerships & Regeneration Estimated TGAV Adjustment Amount.
7.6.3 The Seller’s notification pursuant to Clause 7.6.2 shall include:
(i) the Dry Run Statement, updated to include the Seller’s estimated balances up to the Closing Date, and copies of the information used to calculate the estimates provided pursuant to Clause 7.6.2, together with any relevant supporting calculations, analyses or evidence;
(ii) a list of all sales of properties involving the Linden Homes Group or the Partnerships & Regeneration Group that are expected to complete on or before the Effective Time, including current status of those transactions; and
(iii) a schedule of all payments of more than £5,000,000 known to be due (or that are expected to be made) to or from the Linden Homes Group or the Partnerships & Regeneration Group in the period from the date of preparation of the Linden Homes Estimated TGAV Adjustment Amount and the Partnerships & Regeneration Estimated TGAV Adjustment Amount to the Effective Time.
7.6.4 On 23 December 2019, the Seller and the Purchaser shall meet to discuss the Linden Homes Estimated TGAV Adjustment Amount and the Partnerships & Regeneration Estimated TGAV Adjustment Amount and:
(i) prior to such meeting and until 27 December 2019, the Seller shall cooperate and otherwise make available such of its and the Group’s management, employees, representatives and accountants as the Purchaser may reasonable request to discuss any matters relating to such estimates;
(ii) at such meeting, the Purchaser may indicate that it disagrees with such estimates and the Seller and the Purchaser shall (acting reasonably and in good faith) work together to agree such estimates (it being agreed in the event of any disagreem...
Notifications to determine payments on Closing. The Parties acknowledge the notice of estimates provided by the Seller to the Purchaser on 22 July 2016 pursuant to the requirements of clause 6.4 of the Original SPA (“Notice of Estimates”). The Parties agree that estimates included in the Notice of Estimates shall be deemed to be such estimates as at the Locked Box Date.
Notifications to determine payments on Closing. 6.4.1 Five Business Days prior to Closing, the Seller shall notify the Purchaser of the following in the form of a statement prepared in accordance with Part 2 of Schedule 7 of:
(a) the Estimated Cash;
(b) the Estimated Third Party Indebtedness;
(c) the Estimated Intra-Group Financing Receivables;
(d) the Estimated Intra-Group Financing Payables;
(e) the Estimated Working Capital; and
(f) the Estimated Working Capital Adjustment, together with reasonable supporting information for the calculation of the items set out in this Clause 6.4.1, for the Purchaser’s review for obvious error or mis-statement. In addition, if there is a reasonable expectation that Closing may take place the next calendar month, the Seller shall provide the Purchaser with informal estimates of the amounts referred to under (a) to (f), 15 Business Days prior to the expected Closing Date.
6.4.2 Provided the Seller Group has not retained the JVH Group pursuant to paragraph 7 of Schedule 12, if the Actual Ring-fenced Amount has been determined prior to the date falling five Business Days prior to Closing, then the Purchaser shall, on or before the date falling five Business Days prior to Closing, deliver to the Seller a notice setting out the Actual Ring-fenced Amount.
Notifications to determine payments on Closing. 6.4.1 Not later than 5 Business Days prior to Closing, the Seller shall notify the Purchaser of:
(i) the Estimated Flu Group Companies’ Cash Balances;
(ii) the Estimated Third Party Indebtedness; and
(iii) the Estimated Tax Adjustment, and shall at the same time provide to the Purchaser reasonable supporting calculations and information to enable the Purchaser to review the basis on which the estimates have been prepared.
Notifications to determine payments on Closing. 6.4.1 Five Business Days prior to Closing, the Seller shall notify the Purchaser of:
(i) the Estimated Cash;
(ii) the Estimated Debt;
(iii) the Estimated Intra-Group Financing Receivables;
(iv) the Estimated Intra-Group Financing Payables; and
(v) the Estimated Working Capital.
6.4.2 The Seller’s notification pursuant to Clause 6.4.1 shall specify the relevant debtor and creditor for each Estimated Intra-Group Financing Payable and Estimated Intra-Group Financing Receivable.
6.4.3 The Seller agrees that in order for its estimates in Clause 6.4.1 to qualify as reasonable, it must reasonably expect that any Adjustment Amount payable to the Purchaser will be in an amount lower than the Price Adjustment Escrow Agreement.
Notifications to determine payments on Closing. The parties acknowledge that the Seller has notified the Purchaser prior to the date of this Agreement of the amount of:
(i) the Estimated Cash;
(ii) the Estimated Third Party Indebtedness;
(iii) the Estimated Intra-Group Financing Receivables;
(iv) the Estimated Intra-Group Financing Payables; and
(v) the Estimated Working Capital, each of such estimates having been prepared in good faith.
