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.
Appears in 2 contracts
Samples: Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co)
Notifications to determine payments on Closing. Five Business Days prior to each Closing, the Seller shall notify the Purchaser of:
7.5.1 7.6.1 the Estimated Cash;
7.5.2 7.6.2 the Estimated Third Party Indebtedness;
7.5.3 7.6.3 the Estimated Intra-Group Financing Receivables;
7.5.4 7.6.4 the Estimated Intra-Group Financing Payables; and
7.5.5 7.6.5 the Estimated Working Capital, in each case that are attributable to the Company whose Shares are the subject of that Closing, 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 7.77.8.
Appears in 2 contracts
Samples: Second Share Purchase Agreement (Brinks Co), Second Share Purchase Agreement (Brinks Co)
Notifications to determine payments on Closing. Five Business Days prior to each 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, in each case that are attributable to the Company or Companies whose Shares are the subject of that Closing, 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.”
Appears in 2 contracts
Samples: Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co)