Common use of Actions on the Closing Date Clause in Contracts

Actions on the Closing Date. At the Closing, the Parties shall simultaneously execute and deliver the following documents and take the following actions: (a) The Parties shall execute the Escrow Agreement (as defined in Clause 3.3(a)(ii)), unless such agreement has already been executed prior to the Closing Date. (b) The Purchaser shall pay the Preliminary Purchase Price in accordance with Clause 3.3(a) and, as the case may be, the Purchase Price Adjustment in accordance with Clause 3.4(c)(i), to the extent the Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Purchaser is therefore obliged to a corresponding payment. (c) The Purchaser shall pay the Preliminary Sellers' Loans and Private Accounts Purchase Price in accordance with Clause 3.3(b) and, as the case may be, the Sellers' Loans and Private Accounts Purchase Price Adjustment in accordance with Clause 3.4(d)(i), to the extent the Sellers' Loans and Private Accounts Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Purchaser is therefore obliged to a corresponding payment. (d) The Sellers shall pay, as the case may be, the Purchase Price Adjustment in accordance with Clause 3.4(c)(ii), to the extent the Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Sellers are therefore obliged to a corresponding payment. (e) The Sellers shall pay, as the case may be, the Sellers' Loans and Private Accounts Purchase Price Adjustment in accordance with Clause 3.4(d)(ii), to the extent the Sellers' Loans and Private Accounts Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Sellers are therefore obliged to a corresponding payment. (f) The Sellers shall transfer the Partnership Interests and any and all rights reflected in and pertaining to the Sellers' Loans and Private Accounts to the Purchaser or an Affiliate of the Purchaser as provided in Clause 2.3. (g) Seller 1, Seller 4 and M▇. ▇▇▇▇ ▇▇▇▇▇▇ Saueressig shall transfer their fixed partnership interests in D▇▇▇▇▇ GmbH + Co. KG to the Company by means of the transfer agreement substantially in the form attached to the respective sale and purchase agreement which is attached hereto as Annex 5.5 (g).

Actions on the Closing Date. At On the ClosingScheduled Closing Date, the Parties shall simultaneously execute and deliver take, or cause to be taken, the following documents and take the following actions: actions set forth in this Section 4.4 (a) The Parties shall execute the Escrow Agreement (as defined in Clause 3.3(a)(ii)), unless such agreement has already been executed prior to the Closing Date. and (b) The Purchaser below (the “Closing Actions”) which shall pay be taken simultaneously (Zug um Zug); it being understood that, prior to Closing, Seller will transfer the Preliminary Purchase Price in accordance with Clause 3.3(a) and, as the case may be, the Purchase Price Adjustment in accordance with Clause 3.4(c)(i), to the extent the Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Purchaser is therefore obliged Seller’s Shares to a corresponding paymentblocked securities account (Sperrdepot) with ▇. (c) The Purchaser shall pay the Preliminary Sellers' Loans and Private Accounts Purchase Price in accordance with Clause 3.3(b) and, as the case may be, the Sellers' Loans and Private Accounts Purchase Price Adjustment in accordance with Clause 3.4(d)(i), to the extent the Sellers' Loans and Private Accounts Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Purchaser is therefore obliged to a corresponding payment. (d) The Sellers shall pay, as the case may be, the Purchase Price Adjustment in accordance with Clause 3.4(c)(ii), to the extent the Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Sellers are therefore obliged to a corresponding payment. (e) The Sellers shall pay, as the case may be, the Sellers' Loans and Private Accounts Purchase Price Adjustment in accordance with Clause 3.4(d)(ii), to the extent the Sellers' Loans and Private Accounts Purchase Price Adjustment has become final and binding upon the Parties in accordance with Clause 4.3 on the Closing Date and the Sellers are therefore obliged to a corresponding payment. (f) The Sellers shall transfer the Partnership Interests and any and all rights reflected in and pertaining to the Sellers' Loans and Private Accounts to the Purchaser or an Affiliate of the Purchaser as provided in Clause 2.3. (g) Seller 1, Seller 4 and M▇. ▇▇▇▇ ▇▇▇▇▇▇ Saueressig shall transfer their fixed partnership interests AG (JPM) in D▇▇▇▇▇ GmbH + Co. KG Germany and open a cash account with JPM. Purchaser will (re-)locate the Closing Purchase Price to a bank account established by a German bank or a German branch of a foreign bank to be specified no later than five Business Days prior to the Company by means Scheduled Closing Date and open a German securities account with the same bank. Each Party shall notify to the other Party the details of its cash and security accounts at the latest five Business Days prior to the Scheduled Closing Date. On the Scheduled Closing Date, (a) Seller shall instruct JPM to transfer the Seller’s Shares to Purchaser’s German securities account against payment of the transfer agreement substantially in Closing Purchase Price and (b) Purchaser shall instruct Purchaser’s bank to pay the form attached Closing Purchase Price to the respective sale cash account of Seller with JPM against transfer of the Seller’s Shares, in each case by entering delivery versus payment (DvP) instructions in CASCADE, Clearstream Banking AG’s custody and purchase agreement which is attached hereto as Annex 5.5 settlement system. Purchaser’s payment shall be by irrevocable and, subject to the DvP instruction, unconditional wire transfer of immediately available funds (geffective on the same day, free of any costs and charges other than those of Seller’s Bank). 4.4.1 Seller shall sign and deliver to Celesio a declaration of termination relating to the existing Management and Service Agreement dated January 28, 1997 between Celesio and Seller, as amended on November 9, 2006. 4.4.2 Purchaser and Seller shall sign the Closing Memorandum in accordance with Section 4.5.