Common use of Payment and Allocation Clause in Contracts

Payment and Allocation. 7.4.1 Any payment pursuant to Clause 7.3 shall be made on or before the Final Payment Date. 7.4.2 Where any payment is required to be made pursuant to Clause 7.3: (i) the payment made on account of the Consideration shall be reduced or increased accordingly; and (ii) the allocation of the Consideration shall be adjusted pursuant to Clause 3.3. 7.4.3 The Seller and the Purchaser agree that any amounts that are paid pursuant to Clause 7.3 by the Seller to the Purchaser shall be contributed by the Purchaser to the Target Group Companies within three Business Days of receipt of such amounts by the Purchaser if and to the extent that the Purchaser does not require such amounts to: (i) settle any payment obligations that are due to the Seller within the following 30 days; or (ii) perform or discharge any undertaking, commitment, condition or measure agreed pursuant to Clause 4.2.2(ii) by the Purchaser’s Group, in which case the amount to be contributed by the Purchaser to the Target Group Companies in accordance with this Clause 7.4.3 shall be reduced by such amount as referred to in (i) and (ii) above. 7.4.4 The Purchaser shall use reasonable endeavours to procure that any contribution in Clause 7.4.3 is made to the relevant Target Group Companies in a Tax neutral way. 7.4.5 The Purchaser shall provide the Seller with evidence of the contribution in Clause 7.4.3 as soon as reasonably practicable thereafter.