Common use of Payment on the Closing Date Clause in Contracts

Payment on the Closing Date. (a) At the Closing, Buyer shall pay Seller an amount equal to the Base Purchase Price plus (or, if a negative amount, minus the absolute value of) the Estimated Adjustment Amount (the “Preliminary Purchase Price”) by wire transfer of immediately available funds to the bank account or accounts specified by Seller in accordance with paragraph (b) hereof. (b) Not less than five business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth (i) the amount of the Estimated Closing Date Working Capital, (ii) the amount of the Estimated Closing Date Cash, (iii) the amount of the Estimated Closing Date Indebtedness, (iv) the amount of the Estimated Transaction Expenses, (v) the Estimated Adjustment Amount, (vi) the amount of the Preliminary Purchase Price, (vii) the amount of the Target Settlement Working Capital Amount (including all underlying calculations thereto) and (viii) the wire transfer instructions for Seller, and to the extent reasonably requested by Buyer, following the delivery of such statement, Seller shall respond to any of Buyer’s reasonable inquiries and provide it with such collaborating information as Buyer shall reasonably request; provided, however, Seller shall not be obligated to revise such statement upon, or in connection with, such inquiries and requests.

Payment on the Closing Date. (a) At Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at the Closing, Buyer shall pay to Seller Parent an amount equal to the Base Purchase Price plus (or, if a negative amount, the Estimated Cash Amount minus Estimated Indebtedness minus Estimated Transaction Expenses Amount minus the absolute value ofEstimated Working Capital Deficit (if any) or plus the Estimated Adjustment Amount Working Capital Excess (if any) (the “Preliminary Purchase Price”) ), by wire transfer of immediately available funds to the bank account or accounts specified by Seller Parent in accordance with paragraph (b) hereof. (b) Not less than five business days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer a statement setting forth certificate executed by the chief financial officer or treasurer of Seller Parent containing (i) the amount of the Estimated Closing Date Working Capital, (ii) the amount of the Estimated Closing Date Cash, (iii) the amount of the Estimated Closing Date Indebtedness, (iv) the amount of the Estimated Transaction Expenses, (v) the Estimated Adjustment Amount, (vi) the amount Seller Parent’s calculation of the Preliminary Purchase Price, (vii) the amount including its calculations of the Target Settlement Estimated Cash Amount, Estimated Indebtedness, Estimated Transaction Expenses Amount and the Estimated Closing Working Capital Amount (including all underlying calculations thereto) Capital, and (viiiii) the wire transfer instructions for Seller, Seller Parent. Seller Parent’s calculation of the Preliminary Purchase Price shall be prepared by Seller Parent in accordance with Section 4.5(g) and accompanied by reasonable backup documentation relating to the extent reasonably requested by Buyercalculations therein, following the including each component thereof. Following delivery of such statementcertificate until the Closing, Seller Parent shall respond provide Buyer with a reasonable opportunity to any review Seller Parent’s calculation of Buyer’s reasonable inquiries the Preliminary Purchase Price and provide it with such collaborating information as Buyer shall reasonably request; provided, however, Seller shall not be obligated to revise such statement upon, or in connection with, such inquiries and requestscomponents thereof.

Payment on the Closing Date. (a) At Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, (i) Buyer shall pay Seller Parent an amount equal to the Base Purchase Price plus (or, if a negative amount, minus the absolute value of) the Estimated Adjustment Amount, minus the Rollover Amount (the “Preliminary Purchase Price”) by wire transfer of immediately available funds to the bank account or accounts specified by Seller Parent in accordance with paragraph Section 4.2(b), and (bii) hereofParent shall pay, or cause to be paid, the Indebtedness Payoff Amount by wire transfer of immediately available funds to the Persons or bank accounts specified in the payoff letter delivered pursuant to Section 4.4(m). (b) Not less than five (5) business days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer a statement setting forth (i) the amount of the Estimated Closing Date Working Capital, (ii) the amount of the Estimated Closing Date Cash, (iii) the amount of the Estimated Closing Date IndebtednessDePuy Synthes Capex Amount, (iv) the amount of the Estimated Transaction Expenses, (v) the amount of the Estimated Adjustment AmountClosing Date Indebtedness, (vi) the amount Parent’s calculation of the Preliminary Purchase PriceEstimated Adjustment Amount, (vii) the amount of the Target Settlement Working Capital Amount (including all underlying calculations thereto) Preliminary Purchase Price and (viii) the wire transfer instructions for SellerParent’s bank account or accounts, and in each case together with any relevant materials reasonably supporting such calculations. Parent shall consider in good faith any comments proposed by Buyer to such statement within two (2) business days prior to the extent reasonably requested by Buyer, following the delivery of such statement, Seller shall respond to any of Buyer’s reasonable inquiries and provide it with such collaborating information as Buyer shall reasonably request; provided, however, Seller shall not be obligated to revise such statement upon, or in connection with, such inquiries and requestsClosing Date.