Local Payments. Local payments to be funded on Closing 6.5.1 On or before Closing each Seller shall contribute to the Purchaser the aggregate of the amounts set out against its name in column 4 of the table in Part A of Schedule 24 (each a “Local Payment Amount”) in cleared funds to the Purchaser’s Bank Account in exchange for the allotment and issue to the relevant Seller of A Shares or B Shares, as applicable. 6.5.2 The Purchaser shall procure that each member of the Purchaser’s Group (or, in the case of Novartis Alliance Market Businesses, the Purchaser and GlaxoSmithKline shall procure that the relevant member of GlaxoSmithKline’s Group) set out in column 2 of the table in Part A of Schedule 24 shall pay to the relevant member of the relevant Seller’s Group set out in column 3 an amount equal to the relevant Local Payment Amount converted into the relevant local currency set out in the relevant Local Transfer Document as at the Closing Date, on: (i) the date falling 7 days after the Closing Date; or (ii) if this is not possible, the date falling 14 days after the Closing Date; or (iii) if this is not possible, the date falling 21 days after the Closing Date, or (iv) if this is not possible, the date falling 28 days after the Closing Date, or provided that, in any event, all such payments shall be made by no later than the date falling 28 days (or, in the case of the local payments in respect of South Africa, 42 days) after the Closing Date. 6.5.3 In respect of each Delayed Business, within 20 Business Days of satisfaction of the relevant Delay Milestone (or on such other date as the Sellers may agree), the relevant Seller shall pay to the Purchaser the amounts set out in column 4 of the table in Part B of Schedule 24 in respect of that Delayed Business (or such alternative amount as may be agreed between the parties) or, where no amount is set out in column 4 of the table in Part B of Schedule 24, such amount as may be agreed between the parties on a basis consistent with the calculation of equivalent amounts (each a “Delayed Local Payment Amount”). 6.5.4 The Purchaser shall procure that each member of the Purchaser’s Group set out in column 3 of the table in Part B of Schedule 24 shall pay to the relevant member of the relevant Seller’s Group set out in column 2 an amount equal to the relevant Delayed Local Payment Amount converted into the relevant currency as set out in the relevant Local Transfer Document at the date on which the Seller pays the Purchaser the relevant Delayed Local Payment Amount pursuant to paragraph 6.5.3 above (the “Delayed Payment Date”), as soon as reasonably practicable following the Delayed Payment Date and, in any event, within 10 Business Days following the Delayed Payment Date, in accordance with the terms of the relevant Local Transfer Document. 6.5.5 The Purchaser shall procure that in accordance with the terms of the Local Transfer Document entered into between GlaxoSmithKline Australia Pty Ltd. (the “Australian Seller”) and GSK Cx Healthcare Pty Ltd (the “Australian Purchaser”) (the “Australia LTA”), as soon as reasonably practicable after the date on which the Deferred Sale (as defined in the Australian LTA) completes and, in any event, within 28 days, the Australian Purchaser shall pay the Deferred Transferring Assets Consideration (as defined in the Australian LTA) to the Australian Seller (the “Australian Delayed Payment”). 6.5.6 As soon as reasonably practicable after receipt by the Australian Seller of the Australian Delayed Payment, the Seller shall pay to the Purchaser an amount equal to the amount of the Australian Delayed Payment, converted into US Dollars calculated on the basis of the Euro foreign exchange reference rate for (i) a transaction between Australian Dollars and Euros; and (ii) between Euros and Pounds Sterling, in each case quoted by the European Central Bank on the date on which the Australian Purchaser pays the Australian Seller the Australian Delayed Payment. 6.5.1 The Purchaser shall procure that in accordance with the terms of the Local Transfer Document entered into between Novartis Pharma (Logistics), Inc. (the “Panama Seller”) and GlaxoSmithKline Panama S.A. (the “Panama Purchaser”) (the “Panama LTA”), as soon as reasonably practicable after Closing and, in any event, within 28 days, the Panama Purchaser shall pay to the Panama Seller [***]. 6.5.2 As soon as reasonably practicable after receipt by the Panama Seller of the Panama Local Payment, the Seller shall pay to the Purchaser [***]. 6.5.3 As soon as reasonably practicable following Closing, the parties shall (acting reasonably) agree the structure and funding requirements for the local payment in respect of the Delayed Businesses in China, taking into account the Tax implications of such funding, which shall, as far as reasonably practicable, be consistent with the provisions of the rest of this Clause 6.5, including that the Delayed Local Payment Amount shall be converted into local currency on the Delayed Local Payment Date. 6.5.4 Clause 3.4 shall apply to payments under this Clause 6.5 as if such payments were made or procured in respect of an indemnity under this Agreement. 6.5.5 GlaxoSmithKline warrants to the Purchaser, as at the Closing Date, that JV Treasury Co is a member of the Purchaser’s Group.
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Sources: Contribution Agreement (Novartis Ag)
Local Payments. Local payments to be funded on Closing
6.5.1 On or before Closing each Seller shall contribute to the Purchaser the aggregate of the amounts set out against its name in column 4 of the table in Part A of Schedule 24 (each a “Local Payment Amount”) in cleared funds to the Purchaser’s Bank Account in exchange for the allotment and issue to the relevant Seller of A Shares or B Shares, as applicable.
6.5.2 The Purchaser shall procure that each member of the Purchaser’s Group (or, in the case of Novartis Alliance Market Businesses, the Purchaser and GlaxoSmithKline shall procure that the relevant member of GlaxoSmithKline’s Group) set out in column 2 of the table in Part A of Schedule 24 shall pay to the relevant member of the relevant Seller’s Group set out in column 3 an amount equal to the relevant Local Payment Amount converted into the relevant local currency set out in the relevant Local Transfer Document as at the Closing Date, on:
(i) the date falling 7 days after the Closing Date; or
(ii) if this is not possible, the date falling 14 days after the Closing Date; or
(iii) if this is not possible, the date falling 21 days after the Closing Date, or
(iv) if this is not possible, the date falling 28 days after the Closing Date, or provided that, in any event, all such payments shall be made by no later than the date falling 28 days (or, in the case of the local payments in respect of South Africa, 42 days) after the Closing Date.
6.5.3 In respect of each Delayed Business, within 20 Business Days of satisfaction of the relevant Delay Milestone (or on such other date as the Sellers may agree), the relevant Seller shall pay to the Purchaser the amounts set out in column 4 of the table in Part B of Schedule 24 in respect of that Delayed Business (or such alternative amount as may be agreed between the parties) or, where no amount is set out in column 4 of the table in Part B of Schedule 24, such amount as may be agreed between the parties on a basis consistent with the calculation of equivalent amounts (each a “Delayed Local Payment Amount”).
6.5.4 The Purchaser shall procure that each member of the Purchaser’s Group set out in column 3 of the table in Part B of Schedule 24 shall pay to the relevant member of the relevant Seller’s Group set out in column 2 an amount equal to the relevant Delayed Local Payment Amount converted into the relevant currency as set out in the relevant Local Transfer Document at the date on which the Seller pays the Purchaser the relevant Delayed Local Payment Amount pursuant to paragraph 6.5.3 above (the “Delayed Payment Date”), as soon as reasonably practicable following the Delayed Payment Date and, in any event, within 10 Business Days following the Delayed Payment Date, in accordance with the terms of the relevant Local Transfer Document.
6.5.5 The Purchaser shall procure that in accordance with the terms of the Local Transfer Document entered into between GlaxoSmithKline Australia Pty Ltd. (the “Australian Seller”) and GSK Cx Healthcare Pty Ltd (the “Australian Purchaser”) (the “Australia LTA”), as soon as reasonably practicable after the date on which the Deferred Sale (as defined in the Australian LTA) completes and, in any event, within 28 days, the Australian Purchaser shall pay the Deferred Transferring Assets Consideration (as defined in the Australian LTA) to the Australian Seller (the “Australian Delayed Payment”).
6.5.6 As soon as reasonably practicable after receipt by the Australian Seller of the Australian Delayed Payment, the Seller shall pay to the Purchaser an amount equal to the amount of the Australian Delayed Payment, converted into US Dollars calculated on the basis of the Euro foreign exchange reference rate for (i) a transaction between Australian Dollars and Euros; and (ii) between Euros and Pounds Sterling, in each case quoted by the European Central Bank on the date on which the Australian Purchaser pays the Australian Seller the Australian Delayed Payment.
6.5.1 The Purchaser shall procure that in accordance with the terms of the Local Transfer Document entered into between Novartis Pharma (Logistics), Inc. (the “Panama Seller”) and GlaxoSmithKline Panama S.A. (the “Panama Purchaser”) (the “Panama LTA”), as soon as reasonably practicable after Closing and, in any event, within 28 days, the Panama Purchaser shall pay to the Panama Seller [***].
6.5.2 As soon as reasonably practicable after receipt by the Panama Seller of the Panama Local Payment, the Seller shall pay to the Purchaser [***].
6.5.3 As soon as reasonably practicable following Closing, the parties shall (acting reasonably) agree the structure and funding requirements for the local payment in respect of the Delayed Businesses in China, taking into account the Tax implications of such funding, which shall, as far as reasonably practicable, be consistent with the provisions of the rest of this Clause 6.5, including that the Delayed Local Payment Amount shall be converted into local currency on the Delayed Local Payment Date.
6.5.4 Clause 3.4 shall apply to payments under this Clause 6.5 as if such payments were made or procured in respect of an indemnity under this Agreement.
6.5.5 GlaxoSmithKline warrants to the Purchaser, as at the Closing Date, that JV Treasury Co is a member of the Purchaser’s Group. *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.
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