Common use of Additional Leakage Clause in Contracts

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 amount of Additional Leakage, if any, within fifteen (15) Business Days of its appointment; (d) the Independent Expert shall be entitled to determine the procedure applicable to such determination of the amount of Additional Leakage, if any; (e) the Independent Expert shall act as expert and not as arbitrator and shall determine the dispute by means of a binding advice (bindend advies); and (f) the costs (including VAT) of the Independent Expert shall be borne as the Independent Expert deems appropriate given the outcome of the binding advice procedure or, failing such direction, equally by the Purchaser and the Seller; 4.4 The Seller shall pay to the Purchaser any (a) amount of Additional Leakage, agreed or determined in accordance with Paragraphs 4.1 through Paragraph 4.3, plus (b) an amount equal to 4% (four percent) per annum calculated on each component of the amount of Additional Leakage on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed during the period between the date of payment or the waiver of payment of such amount of Additional Leakage (included) and the date of actual payment of the amount of Additional Leakage to the Purchaser (excluded), within thirty (30) Business Days of agreement or determination, as an adjustment of the Purchase Price. 4.5 For the avoidance of doubt, and notwithstanding any other provisions of this Agreement, the Seller shall be liable to the Purchaser for any such amount of Additional Leakage, on a euro-for-euro basis, subject to Clause 11.5.2 (Maximum liability). No member of the Seller’s Group shall have any recourse against the Group Companies or the Purchaser with respect to the payment of any Additional Leakage.

Additional Leakage. 4.1 4.4.1 If and to the extent that the Purchaser, within six (6) months after from Completion, identifies that (i) there has been any Leakage (other than Permitted Leakage) and no adjustment to the Completion Amount was made in respect of such Leakage in accordance with Clause 3 or otherwise reimbursed to or on behalf of the SPV by the Seller, or (ii) when a Leakage Tax Benefit is denied, reversed or otherwise incorrectly taken into account when determining the Leakage Amount ((i) and (ii) together referred to as “Additional Leakage has occurred in the Interim PeriodLeakage”), then the following shall apply: (a) the Purchaser shall be entitled to deliver may, within such six (6) months period from Completion, deliver a Notice written notice to the Seller setting out the Additional Leakage, Leakage together with reasonable detail and evidence of the Additional Leakage as to enable the Seller to assess the Additional Leakage and the basis therefore and all underlying documents (an the “Additional Leakage Notice”).; 4.2 The (b) the Seller shall be deemed to have accepted the Additional Leakage Noticemay, except to the extent it delivers within twenty (20) 20 Business Days of receipt of the Additional Leakage Notice Notice, deliver a Notice written notice to the Purchaser responding to disputing the Additional Leakage Notice (a the “Response Dispute 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, following which the Seller and the Purchaser shall must negotiate in good faith with to agree the aim to reach agreement on the amount of Additional Leakage. If the Seller and the Purchaser do not reach agreement on agree the amount of Additional Leakage within twenty (20) 20 Business Days of receipt delivery of the Response Dispute Notice, the amount of Additional Leakage shall will be determined by an independent expert (the “Independent Expert”) subject to Expert in accordance with 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; (ci) the terms of reference for the Independent Expert shall will be to determine the amount of Additional Leakage, if any, within fifteen (15) 30 Business Days of its appointment; (dii) the Independent Expert shall will be entitled to determine the procedure applicable to such determination of the amount of Additional Leakage, if anyits determination; (eiii) the Seller and the Purchaser must each promptly provide access to all information and staff as may be requested by the Independent Expert; (iv) the Independent Expert shall will act as expert and not as arbitrator and shall arbitrator; (v) the Independent Expert will determine the dispute by means of a binding advice (bindend advies); (vi) the Seller and Purchaser may each require that the Independent Expert meet with the Seller’s accountants or the Purchaser’s accountants, as the case may be, immediately upon engagement of the Independent Expert; (vii) the costs of the Independent Expert will be borne as determined by the Independent Expert; and (fviii) the costs (including VAT) of the Independent Expert shall be borne as the Independent Expert deems appropriate given the outcome of Seller and Purchaser must each fully comply with the binding advice procedure or, failing such direction, equally as rendered by the Purchaser and the Seller;Independent Expert. 4.4 The Seller shall pay to the Purchaser (c) if (i) any (a) amount of Additional Leakage, Leakage is agreed or determined in accordance with Paragraphs 4.1 through Paragraph 4.3this Clause 4.4.1 and (ii) the Additional Leakage, plus together with the Leakage exceeds amount of EUR 560,000 (b) five hundred sixty thousand euro), the Seller must reimburse the Purchaser for an amount equal to 4% the excess decreased by the Leakage Amount (four percentunless such amount is a negative amount, in which case it shall be deemed to be zero) per annum calculated on each component of the amount of (“Additional Leakage on the basis of a year of three hundred sixty Amount”) within ten (360) days and the actual number of days elapsed during the period between the date of payment or the waiver of payment of such amount of Additional Leakage (included) and the date of actual payment of the amount of Additional Leakage to the Purchaser (excluded), within thirty (3010) Business Days of agreement or determinationdetermination in accordance with this Clause. In the event Seller has not reimbursed Purchaser for the Additional Leakage Amount within the ten (10) Business Days as referred to in the preceding sentence, as an adjustment it is understood that any costs reasonably incurred by the Purchaser in making recovery of the Purchase Price. 4.5 For Additional Leakage Amount shall be for the avoidance account of doubt, Seller and notwithstanding any other provisions shall be included in the Additional Leakage Amount for the purpose of this Agreement, . 4.4.2 Any and all liability of the Seller shall be liable will lapse in respect of Additional Leakage if and to the Purchaser for extent no Additional Leakage Notice is filed in respect of any such amount of Additional Leakage, on a euro-for-euro basis, subject to Clause 11.5.2 Leakage within six (Maximum liability). No member of the Seller’s Group shall have any recourse against the Group Companies or the Purchaser with respect to the payment of any Additional Leakage6) months after Completion.

Additional Leakage. 4.1 4.4.1 If and to the extent that the Purchaser, within six (6) months after from Completion, identifies that (i) there has been any Leakage (other than Permitted Leakage) and no adjustment to the Completion Amount was made in respect of such Leakage in accordance with Clause 3.1 or otherwise reimbursed to or on behalf of the SPV by the Seller, or (ii) when a Leakage Tax Benefit is denied, reversed or otherwise incorrectly taken into account when determining the Leakage Amount ((i) and (ii) together referred to as “Additional Leakage has occurred in the Interim PeriodLeakage”), then the following shall apply: (a) the Purchaser shall be entitled to deliver may, within such six (6) months period from Completion, deliver a Notice written notice to the Seller setting out the Additional Leakage, Leakage together with reasonable detail and evidence of the Additional Leakage as to enable the Seller to assess the Additional Leakage and the basis therefore and all underlying documents (an the “Additional Leakage Notice”).; 4.2 The (b) the Seller shall be deemed to have accepted the Additional Leakage Noticemay, except to the extent it delivers within twenty (20) 20 Business Days of receipt of the Additional Leakage Notice Notice, deliver a Notice written notice to the Purchaser responding to disputing the Additional Leakage Notice (a the “Response Dispute 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, following which the Seller and the Purchaser shall must negotiate in good faith with to agree the aim to reach agreement on the amount of Additional Leakage. If the Seller and the Purchaser do not reach agreement on agree the amount of Additional Leakage within twenty (20) 20 Business Days of receipt delivery of the Response Dispute Notice, the amount of Additional Leakage shall will be determined by an independent expert (the “Independent Expert”) subject to Expert in accordance with 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; (ci) the terms of reference for the Independent Expert shall will be to determine the amount of Additional Leakage, if any, within fifteen (15) 30 Business Days of its appointment; (dii) the Independent Expert shall will be entitled to determine the procedure applicable to such determination of the amount of Additional Leakage, if anyits determination; (eiii) the Seller and the Purchaser must each promptly provide access to all information and staff as may be requested by the Independent Expert; (iv) the Independent Expert shall will act as expert and not as arbitrator and shall arbitrator; (v) the Independent Expert will determine the dispute by means of a binding advice (bindend advies); (vi) the Seller and Purchaser may each require that the Independent Expert meet with the Seller’s accountants or the Purchaser’s accountants, as the case may be, immediately upon engagement of the Independent Expert; (vii) the costs of the Independent Expert will be borne as determined by the Independent Expert; and (fviii) the costs (including VAT) of the Independent Expert shall be borne as the Independent Expert deems appropriate given the outcome of Seller and Purchaser must each fully comply with the binding advice procedure or, failing such direction, equally as rendered by the Purchaser and the Seller;Independent Expert. 4.4 The Seller shall pay to the Purchaser (c) if any (a) amount of Additional Leakage, Leakage is agreed or determined in accordance with Paragraphs 4.1 through Paragraph 4.3, plus (b) an amount equal this Clause 4.4.1 is to 4% (four percent) per annum calculated on each component of the amount of Additional Leakage on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed during the period between the date of payment or the waiver of payment of such amount of Additional Leakage (included) and the date of actual payment of the amount of Additional Leakage be paid to the Purchaser (excluded), within thirty (30) Business Days of agreement or determination, as an adjustment of the Purchase Price. 4.5 For the avoidance of doubt, and notwithstanding any other provisions of this AgreementPurchaser, the Seller shall be liable to must reimburse the Purchaser for any such amount of Additional Leakage, on a euro-for-euro basis, subject basis within ten (10) Business Days of agreement or determination in accordance with this Clause an amount equal to Clause 11.5.2 the amount of Additional Leakage (Maximum liability“Additional Leakage Amount”). No member In the event Seller has not reimbursed Purchaser for the Additional Leakage Amount within the ten (10) Business Days as referred to in the preceding sentence, it is understood that any costs reasonably incurred by the Purchaser in making recovery of the Seller’s Group Additional Leakage Amount shall have any recourse against be for the Group Companies or account of Seller and shall be included in the Purchaser with Additional Leakage Amount for the purpose of this Agreement. 4.4.2 Any and all liability of the Seller will lapse in respect of Additional Leakage if and to the payment extent no Additional Leakage Notice is filed in respect of any such Additional LeakageLeakage within six (6) months after Completion.

Additional Leakage. 4.1 If and 4.3.1 Subject to Completion occurring, in case of Leakage which was not deducted from the extent that the PurchaserPurchase Price in accordance with Clause 3.1(b) (Additional Leakage), within six (6) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, then the Purchaser shall be entitled to deliver for compensation, by means of exclusive remedy, by the Seller for the corresponding Leakage Amount (the Additional Leakage Amount), provided that (i) the Purchaser notifies the Seller of the Additional Leakage within such six 6 (6six) months period a Notice after the Completion Date and (ii) the Purchaser’s notice to that effect sets out, to the Seller setting out extent reasonably possible, the items comprising the Additional Leakage, together with reasonable evidence the Purchaser’s calculation of the Additional Leakage (an “Additional Leakage Notice”). 4.2 The Amount and sufficient further detail so as to enable the Seller shall be deemed to have accepted verify the Additional Leakage Noticeand the Additional Leakage Amount, except to unless the extent it delivers Seller notifies the Purchaser within twenty 20 (20twenty) Business Days after receipt thereof that Table of receipt Contents it disputes the Additional Leakage and/or the Additional Leakage Amount, providing the Purchaser with its own calculation 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)Amount and, to the extent reasonably possible, evidence thereof. 4.3.2 Following notification by the Response Notice disputes Seller to the Additional Leakage NoticePurchaser in accordance with Clause 4.3.1, the Seller and the Purchaser shall negotiate Parties shall, in good faith with the aim faith, attempt to reach agreement on the amount of Additional Leakage. If Leakage Amount within 20 (twenty) Business Days, failing which the Seller items still in dispute shall be resolved 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 Amount shall be determined by an independent expert (the “Independent Expert”) subject to who shall be appointed and instructed by the following:Parties in accordance with Schedule 4.3.2. (a) 4.3.3 The Purchaser shall procure that the Seller and the Purchaser Seller’s Representatives and, if appointed, the Independent Expert, shall be granted reasonable access, at reasonable times and on reasonable notice, to the books and records, premises, storage facilities and relevant personnel of the Group and any other information relating to the Group which may reasonably be required to enable them to agree on or determine the Additional Leakage Amount in accordance with this Clause 4.3, and shall be entitled to jointly nominate a reputable firm of registered accountants (registeraccountants) make copies as they may reasonably require in the Netherlands and with international standing to be the Independent Expert, being either Deloitte, Ernst & Young, KPMG or PwC (the “Nominated Independent Expert”);connection therewith. (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 amount of Additional Leakage, if any, within fifteen (15) Business Days of its appointment; (d) the Independent Expert shall be entitled to determine the procedure applicable to such determination of the amount of Additional Leakage, if any; (e) the Independent Expert shall act as expert and not as arbitrator and shall determine the dispute by means of a binding advice (bindend advies); and (f) the costs (including VAT) of the Independent Expert shall be borne as the Independent Expert deems appropriate given the outcome of the binding advice procedure or, failing such direction, equally by the Purchaser and the Seller; 4.4 4.3.4 The Seller shall pay to ensure that the Purchaser any (a) amount of Additional Leakage, Leakage Amount agreed or determined in accordance with Paragraphs 4.1 through Paragraph this Clause 4.3, plus (b) an amount equal to 4% (four percent) if any, which, per annum calculated on each component of the amount of Additional Leakage on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed during the period between the date of payment or the waiver of payment of such amount of Additional Leakage (included) and the date of actual payment of the amount of Additional Leakage item is paid to the Purchaser within 3 (excluded), within thirty (30three) Business Days of after such agreement or determination, as an adjustment of the Purchase Price. 4.5 For the avoidance of doubt, and notwithstanding any other provisions of this Agreement, the Seller shall be liable to the Purchaser for any such amount of Additional Leakage, on a euro-for-euro basis, subject to Clause 11.5.2 (Maximum liability). No member of the Seller’s Group shall have any recourse against the Group Companies or the Purchaser with respect to the payment of any Additional Leakage.

Additional Leakage. 4.1 If and 4.3.1 Subject to Closing, in case of an Additional Leakage specifically benefitting a single member of the Sellers’ Group, the relevant member of the Sellers’ Group shall on demand by the Purchaser pay the Additional Leakage Amount to the extent that Purchaser in accordance with Clause 4.3.6. In case of an Additional Leakage not specifically benefitting one single member of the PurchaserSellers’ Group or benefitting a third party, the Sellers shall on a several and not joint basis (“deelbaar en niet hoofdelijk”) pay the Additional Leakage Amount, each for their relevant proportion, in accordance with Clause 4.3.6. 4.3.2 The Sellers shall have no liability to indemnify the Purchaser for any Additional Leakage in accordance with this Clause 4.3 unless the Purchaser notifies the Sellers’ Representative of the Additional Leakage within six 12 (6twelve) months after Completionthe Closing Date. To the extent reasonably possible and available, identifies that but without prejudice to the Purchaser’s right to reimbursement of any Additional Leakage has occurred timely notified in good faith, the Interim Period, then Purchaser’s notice shall set out the Purchaser shall be entitled to deliver within such six (6) months period a Notice to the Seller setting out items comprising the Additional Leakage, together with reasonable evidence the Purchaser’s good faith estimate calculation of the Additional Leakage (an “Additional Leakage Notice”). 4.2 The Seller shall be deemed Amount, and other available detail so as to have accepted enable the Sellers to verify the Additional Leakage Notice, except and the Additional Leakage Amount. 4.3.3 If the Sellers wish to dispute the extent it delivers Additional Leakage and/or the Additional Leakage Amount they shall notify the Purchaser within twenty 20 (20twenty) Business Days of after receipt thereof and they shall provide the Purchaser with their own calculation 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)Amount and, to the extent reasonably possible, evidence thereof. 4.3.4 Following notification by the Response Notice disputes Sellers to the Additional Leakage NoticePurchaser in accordance with Clause 4.3.3, the Seller and the Purchaser shall negotiate Parties shall, in good faith with the aim faith, attempt to reach agreement on the amount of Additional Leakage. If Leakage Amount within 10 (ten) Business Days, failing which the Seller items still in dispute shall be resolved 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 Amount shall be determined by an independent the Independent Expert who shall be instructed by the Parties as third-party expert (in accordance with Annex 4.3.3. 4.3.5 The Purchaser shall procure that the “Sellers’ Representative and, if appointed, the Independent Expert”) subject , shall be granted reasonable access, at reasonable times and on reasonable notice, to the following: (a) books and records, premises, storage facilities and relevant personnel of the Seller Company and any other information relating to the Purchaser Company which may reasonably be required to enable them to agree on or determine the Additional Leakage Amount in accordance with this Clause 4.3, and shall be entitled to jointly nominate a reputable firm of registered accountants (registeraccountants) make copies as they may reasonably require in the Netherlands and with international standing to be the Independent Expert, being either Deloitte, Ernst & Young, KPMG or PwC (the “Nominated Independent Expert”);connection therewith. (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 4.3.6 The Sellers’ Representative 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 amount of ensure that any Additional Leakage, if any, within fifteen (15) Business Days of its appointment; (d) the Independent Expert shall be entitled to determine the procedure applicable to such determination of the amount of Additional Leakage, if any; (e) the Independent Expert shall act as expert and not as arbitrator and shall determine the dispute by means of a binding advice (bindend advies); and (f) the costs (including VAT) of the Independent Expert shall be borne as the Independent Expert deems appropriate given the outcome of the binding advice procedure or, failing such direction, equally by the Purchaser and the Seller; 4.4 The Seller shall pay to the Purchaser any (a) amount of Additional Leakage, Leakage Amount agreed or determined in accordance with Paragraphs 4.1 through Paragraph 4.3, plus (b) an amount equal to 4% (four percent) per annum calculated on each component of the amount of Additional Leakage on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed during the period between the date of payment or the waiver of payment of such amount of Additional Leakage (included) and the date of actual payment of the amount of Additional Leakage this Clause 4.3 is paid to the Purchaser within 3 (excluded), within thirty (30three) Business Days of after such agreement or determination, determination through a release from the Escrow Account to the benefit of the Purchaser. 4.3.7 Any payment made by the Sellers to the Purchaser pursuant to this Clause 4 shall constitute and be treated for all purposes as an adjustment of to the Purchase Price. 4.5 For 4.3.8 None of the avoidance of doubt, provisions and notwithstanding any other provisions of this Agreement, the Seller limitations set forth in Clause 9 and Clause 10 shall be liable apply to an Additional Leakage claim by the Purchaser for any such amount of Additional Leakage, on a euro-for-euro basis, subject to under this Clause 11.5.2 (Maximum liability). No member of the Seller’s Group shall have any recourse against the Group Companies or the Purchaser with respect to the payment of any Additional Leakage4.3.