Common use of Payment on Closing Clause in Contracts

Payment on Closing. 6.3.1 On Closing the Purchaser shall pay (for itself and on behalf of each relevant member of the Purchaser’s Group) to a Seller (if such amount is positive) or that Seller (for itself and on behalf of each other relevant member of that Seller’s Group) shall pay to the Purchaser (if such amount is negative), in each case, in accordance with Clause 15.7, an amount in cleared funds, to that Seller or the Purchaser (as the case may be) to that Seller’s Bank Account or the Purchaser’s Bank Account (as the case may be), which is equal to the sum of the following, in respect of that Seller: (i) the Estimated Target Group Companies’ Cash Balances and the Estimated Intra-Group Non-Trade Receivables; minus (ii) the Estimated Third Party Indebtedness; minus (iii) the Estimated Intra-Group Non-Trade Payables; minus (iv) any Estimated Employee Benefit Adjustment; minus (v) the Estimated Tax Adjustment; and plus (if it is zero or a positive amount) or minus (if it is a negative amount) (vi) the Estimated Working Capital Adjustment. 6.3.2 The amounts payable in accordance with Clause 6.3.1 shall, in each case, include all such amounts payable in respect of the Delayed Businesses and the Alliance Market Businesses. 6.3.3 On Closing each Seller shall pay to the Purchaser an amount equal to its Cash Portion in cleared funds to the Purchaser’s Bank Account. In the event that the amount set out in Clause 6.3.1 is a positive amount in respect of any Seller, that Seller and the Purchaser may (but shall not be obliged to) agree to net off any or all of the amount owed by the Purchaser to that Seller under Clause 6.3.1 against any or all of the Cash Portion owned by that Seller to the Purchaser under this Clause 6.

Payment on Closing. 6.3.1 On Closing the Purchaser shall pay (for itself and on behalf of each relevant member of the Purchaser’s Group) to a Seller (if such amount is positive) or that Seller (for itself and on behalf of each other relevant member of that Seller’s Group) shall pay to the Purchaser (if such amount is negative), in each case, in accordance with Clause 15.7, an amount in cleared funds, to that Seller or the Purchaser (as the case may be) to that Seller’s Bank Account or the Purchaser’s Bank Account (as the case may be), which is equal to the sum of the following, in respect of that Seller: (i) the Estimated Target Group Companies’ Cash Balances and the Estimated Intra-Group Non-Trade Receivables; minus (ii) the Estimated Third Party Indebtedness; minus (iii) the Estimated Intra-Group Non-Trade Payables; minus (iv) any Estimated Employee Benefit Adjustment; minus (v) the Estimated Tax Adjustment; and plus (if it is zero or a positive amount) or minus (if it is a negative amount) (vi) the Estimated Working Capital Adjustment. 6.3.2 The amounts payable in accordance with Clause 6.3.1 shall, in each case, include all such amounts payable in respect of the Delayed Businesses and the Alliance Market Businesses. 6.3.3 On Closing each Seller shall pay to the Purchaser an amount equal to its Cash Portion in cleared funds to the Purchaser’s Bank Account. In the event that the amount set out in Clause 6.3.1 is a positive amount in respect of any Seller, that Seller and the Purchaser may (but shall not be obliged to) agree to net off any or all of the amount owed by the Purchaser to that Seller under Clause 6.3.1 against any or all of the Cash Portion owned by that Seller to the Purchaser under this Clause 6.

Payment on Closing. 6.3.1 On Closing the Purchaser shall pay (for itself and on behalf of each relevant member of the Purchaser’s Group) to a Seller (if such amount is positive) or that Seller (for itself and on behalf of each other relevant member of that Seller’s Group) shall pay to the Purchaser (if such amount is negative), in each case, in accordance with Clause 15.7, an amount in cleared funds, to that Seller or the Purchaser (as the case may be) to that Seller’s Bank Account or the Purchaser’s Bank Account (as the case may be), which is equal to the sum of the following, in respect of that Seller: (i) the Estimated Target Group Companies’ Cash Balances and the Estimated Intra-Group Non-Trade Receivables; minus (ii) the Estimated Third Party Indebtedness; minus (iii) the Estimated Intra-Group Non-Trade Payables; minus; (iv) any Estimated Employee Benefit Adjustment; minus (v) the Estimated Tax Adjustment; and plus (if it is zero or a positive amount) or minus (if it is a negative amount) (vi) the Estimated Working Capital Adjustment. 6.3.2 The amounts payable in accordance with Clause 6.3.1 shall, in each case, include all such amounts payable in respect of the Delayed Businesses and the Alliance Market Businesses. 6.3.3 On Closing each Seller shall pay to the Purchaser an amount equal to its Cash Portion in cleared funds to the Purchaser’s Bank Account. In the event that the amount set out in Clause 6.3.1 is a positive amount in respect of any Seller, that Seller and the Purchaser may (but shall not be obliged to) agree to net off any or all of the amount owed by the Purchaser to that Seller under Clause 6.3.1 against any or all of the Cash Portion owned by that Seller to the Purchaser under this Clause 6.