Additional Leakage Sample Clauses
The "Additional Leakage" clause defines the parties' responsibilities and liabilities in the event of leaks or spills that are not otherwise covered by the main agreement. It typically outlines what constitutes an additional leakage, the procedures for notification, and the allocation of costs for cleanup or remediation. For example, if a pipeline or storage facility experiences a minor leak outside of normal operations, this clause would specify who must address the issue and bear the associated expenses. Its core function is to ensure that all potential leakage scenarios are addressed, thereby minimizing disputes and clarifying obligations related to environmental or property damage.
Additional Leakage. 4.1 If and to the extent that the Purchaser, within six (6) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, then the Purchaser shall be entitled to deliver within such six (6) months period a Notice to the Seller setting out the Additional Leakage, together with reasonable evidence of the Additional Leakage (an “Additional Leakage Notice”).
4.2 The Seller shall be deemed to have accepted the Additional Leakage Notice, except to the extent it delivers within twenty (20) Business Days of receipt of the Additional Leakage Notice a Notice to the Purchaser responding to the Additional Leakage Notice (a “Response Notice”).
4.3 If a Response Notice is delivered within the requisite period referred to in Paragraph 4.2 of this Schedule 4 (Leakage), to the extent the Response Notice disputes the Additional Leakage Notice, the Seller and the Purchaser shall negotiate in good faith with the aim to reach agreement on the amount of Additional Leakage. If the Seller and the Purchaser do not reach agreement on the amount of Additional Leakage within twenty (20) Business Days of receipt of the Response Notice, the amount of Additional Leakage shall be determined by an independent expert (the “Independent Expert”) subject to the following:
(a) the Seller and the Purchaser shall be entitled to jointly nominate a reputable firm of registered accountants (registeraccountants) in the Netherlands and with international standing to be the Independent Expert, being either Deloitte, Ernst & Young, KPMG or PwC (the “Nominated Independent Expert”);
(b) if the Purchaser and the Seller agree to such Nominated Independent Expert within twenty-five (25) Business Days after the receipt of the Response Notice, such Nominated Independent Expert shall be the Independent Expert and if the Seller and the Purchaser do not agree on the Nominated Independent Expert within twenty-five (25) Business Days after the receipt of the Response Notice, they shall each be entitled to request the chairman of the Dutch Institute of Registered Accountants (Nederlands Instituut voor Registeraccountants) to nominate a reputable firm of registered accountants (registeraccountants) in the Netherlands of international standing being either Deloitte, Ernst & Young, KPMG or PwC to be the Independent Expert and the Seller and the Purchaser shall appoint such firm as the Independent Expert;
(c) the terms of reference for the Independent Expert shall be to determine the a...
Additional Leakage. In the event of any Leakage in breach of clause 4.1 which (i) has not yet or insufficiently been taken into account when calculating the Purchase Price, including for the avoidance of doubt the (partial) non-availability of any amount of Leakage Tax Benefit (other than in respect of the Exit Bonus) specified under (b) of the definition of Leakage Tax Benefit which was taken into account when calculating the amount of Identified Leakage, or (ii) which was identified by the Sellers as Permitted Leakage but qualifies as Leakage in accordance with this Agreement (the Additional Leakage), Botman Bloembollen and Strengers shall compensate the Purchaser (to the extend the Additional Leakage occurred in respect of Botman Bloembollen and/or Strengers or any of their Affiliates) and/or ▇▇▇▇▇▇ shall compensate the US Purchaser (to the extend the Additional Leakage occurred in respect of ▇▇▇▇▇▇ or his Affiliates) within 10 Business Days following request thereto by the Purchasers for such Additional Leakage on a USD for USD basis or EUR for EUR basis (depending on the applicable currency of the Additional Leakage), unless the relevant Seller provides the relevant Purchaser with a dispute notice setting out in detail its objections against the Leakage claim and its own calculation of the Additional Leakage, within 20 Business Days after receipt of the relevant Purchaser’s demand for such Additional Leakage (the Dispute Notice).
Additional Leakage. If the Seller becomes aware after the date that the Payment Schedule delivered pursuant to Clause 6.5.1 of any matter which constitutes a breach of Clause 11.1 (“Additional Leakage”), the Seller shall deliver to the Investor and ▇▇▇▇ MidCo a statement setting out: 11.
3.1 the nature and amount of such Additional Leakage arising as a result of the relevant breach of Clause 11.1 following the date of the Payment Schedule and not later than three Business Days prior to the Closing Date; and 11.
3.2 the amount of the NGGH Consideration payable by ▇▇▇▇ MidCo to the Seller in respect of the NGGH Transfer shall be reduced, by such amount equal to (i) the cash or cash equivalent value of the Additional Leakage, plus an amount equal to interest at 5 per cent. on the amount of the Additional Leakage from (and including) the later of the 1 April 2022 and the date that the Additional Leakage occurred (save for in respect of the Excess Cash Dividend on which interest at 5 per cent. shall accrue from (and including) the 1 April 2022 irrespective of the date of the Leakage) to (but excluding) the Closing Date ((i) and (ii) together the “Additional Notified Leakage”).
Additional Leakage. 5.1 If and to the extent that the Purchaser, within nine (9) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, the Purchaser shall be entitled to deliver within this nine (9) months period a Notice to the Sellers' Delegate setting out the Additional Leakage, together with reasonable evidence of the Additional Leakage (an "Additional Leakage Notice"). If and to the extent the Purchaser does not deliver such Additional Leakage Notice within nine (9) months after Completion, the Leakage Amount shall be as set out in the Leakage Notice.
5.2 Each Seller that has the benefit of any Additional Leakage shall within twenty