Manner and Place of Payment; Exchange Rate. All payment amounts specified in this Agreement are stated, and all payments hereunder shall be payable, in Euros (€) and net of # any fees or charges associated with bank transfers; and # any sales, value added, or equivalent taxes. With respect to each quarter, whenever conversion of payments from any foreign currency into Euros shall be required, such conversion shall be made using the applicable exchange rate for such currency used throughout Assignee’s or the applicable Affiliated Licensee*s accounting system for the applicable quarter. All payments owed under this Agreement shall be split equally among [[Ms Charpentier:Person]], Vienna, and [[Ms Fonfara:Person]], and made by wire transfer to the banks and accounts designated in writing by Assignor, unless otherwise specified in writing by Assignor.

Place and Manner. All regularly scheduled payments due to the ​ shall be effected by automatic debit of the appropriate funds from Borrower’s Primary Operating Account. Borrower shall make all other payments due to the ​ in lawful money of the United States, in immediately available funds, according to the instructions for other payments specified in [Schedule 2].

Manner and Place of Payment. All payments owed under this Agreement will be made by wire transfer in immediately available funds to a bank and account designated in writing by Unum or SGI (as applicable), unless otherwise specified in writing by such Party.

Place of Payment. All sums payable hereunder shall be paid in immediately available funds to the Bank, at its principal banking offices in Tulsa, Oklahoma, or at such other place as the Bank shall notify Borrowers in writing. If any interest, principal or other payment falls due on a date other than a Business Day, then (unless otherwise provided herein) such due date shall be extended to the next succeeding Business Day, and such extension of time will in such case be included in computing interest, if any, in connection with such payment.

Manner of Payment. Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telecopy or electronic mail of such selection not later than 12:00 noon, New York City time, three Business Days before the scheduled date of such repayment; provided that each repayment of Borrowings of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing shall be applied ratably to the Loans included in such Borrowing.

Manner of Payment. A Participant’s Deferred Compensation, as adjusted for deemed earnings or losses thereon, will be paid by the Company to him or her or, in the event of his or her death, to the Participant’s beneficiary in a lump sum, unless the Participant makes a timely election in accordance with Section 4, to have the benefits paid in substantially equal annual cash installments over a period not exceeding ten (10) years. Benefits shall be calculated as follows: # to the extent that benefits are payable in the form of a lump sum, the value of a Participant’s Deferred Cash Account, fractional share equivalents of Common Stock in the Common Stock Unit Account and the Shadow Stock Unit Account (as each is determined on the Liquidation Allocation Date); and # to the extent that benefits are payable in the form of annual installments pursuant to this Section 7(b), annual payments will be made commencing on the payment commencement date determined pursuant to Section 7(c) and shall continue on each anniversary thereof until the number of annual installments specified in the Participant’s timely election has been paid. The amount of each such installment payment shall be determined by dividing the sum of the balances of the Participant’s Deferred Cash Account and Shadow Stock Unit Account, determined on the last business day of the calendar quarter preceding the installment payment date, by the number of installment payments, without regard to anticipated earnings. Notwithstanding the foregoing, a Participant’s Deferred Compensation invested in the Common Stock Unit Account shall only be distributed to the Participant in shares of Common Stock, in a lump sum, on the first payment date described in Section 7(c) below. Amounts credited to a Participant’s Deferred Cash Account held pending distribution pursuant to this Section 7(b) shall continue to be credited with interest in accordance with the provisions of Section 5(a) above.

Manner of Payment. All payments to be made by one Party to the other Party under this Agreement shall be made in RMB and by bank wire transfer set forth in Exhibit E in immediately available funds to such bank account as may be designated in writing by such Party from time to time. In the case of royalties due on sales of Product outside the China, the rate of exchange to be used in computing on a monthly basis the applicable royalty due GSK in RMB shall be made at the rate of exchange published by the People’s Bank of China, prevailing on to the last business day of the month preceding the month in which such sales are recorded.

Notwithstanding any other provision of the Plan to the contrary, the Plan can be amended by the Corporation at any time and retroactively if required to the extent that, in the opinion of the Corporation, such amendment shall be necessary in order to insure the Plan will be characterized as a Plan maintained for a select group of management or highly-compensated employees as described in [Sections 201(2), 301(a)(3), and 401(a)(1)])])] of ERISA, or to conform the Plan to the requirements of any applicable law, including without limitation, ERISA, Section 409A of the Internal Revenue Code, and any other provision of the Internal Revenue Code. No such amendment shall be considered prejudicial to any interest of a Participant or beneficiary hereunder.

The outstanding Series C Shares shall be exchangeable, in whole but not in part, for shares of HoldCo Common Stock. The Series C Shares will be exchangeable at the option of the record holders of a majority of the outstanding Series C Shares (the "Exchange Option"), exercised in writing delivered to the Corporation. Said majority holders may exercise the Exchange Option at any time on or after # the distribution date for a distribution by the Buyer pursuant to Section 5.8, # the occurrence of a material breach of any covenant of Buyer set forth in [Exhibit C] hereto which shall be continuing after written notice and a cure period of twenty (20) days, or # any date after April 1, 2023.

Exchange Buyer hereby acknowledges that Seller desires and intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended Accordingly, Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and assist Seller in perfecting such an exchange, provided that the consummation of the transaction contemplated hereby is not thereby delayed by fault of Buyer