Common use of Notifications to determine payments on Closing Clause in Contracts

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. 6.4.1 Five Business Days prior to Closing, each the Seller shall notify the Purchaser of: (i) the Estimated Target Vaccines 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;; and (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 The Seller’s notification pursuant to Clause 6.4.1 shall specify the relevant debtor and creditor for each Estimated Intra-Group Non-Trade Payable, Payable and 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 The Seller shall notify the Purchaser prior to Closing of the estimate for each Employee Benefit Indemnification Amount used in the calculation of the Estimated Employee Benefit Adjustment on a country-by-country (or, where necessary, plan-by-plan) basis. 6.4.4 Immediately following Closing: (i) the Purchaser shall procure that each Target Vaccines Group Company repays to the relevant member of each the 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(ii6.4.4(ii); and (ii) each the Seller shall procure that each relevant member of that the Seller’s Group repays to the relevant Target Vaccines Group Company the amount of any relevant Estimated Intra-Group Non-Trade Receivables and shall acknowledge on behalf of each relevant member of that the Seller’s Group the payment of the relevant Estimated Intra-Group Non-Trade Payables in accordance with Clause 6.4.3(i6.4.4(i). 6.4.4 6.4.5 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.