Leakage Clause Samples
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Leakage. 7.1 The Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion.
7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion.
7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2.
7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to:
(i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred;
(ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and
(iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax.
7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to:
(i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred;
(ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and
(iii) any amount necessary to ensure that...
Leakage. (a) The Seller covenants to the Purchaser that in the period from the Locked Box Date up to and including the Completion Date:
(i) neither it, nor any of its Affiliates (other than a Group Company), has received or benefited (or will receive or benefit) from any amount of Leakage; and
(ii) no arrangement or agreement has been made or entered into (or will be made or entered into) that has resulted, or will result, in it or any of its Affiliates (other than a Group Company) receiving any Leakage. Notwithstanding anything to the contrary contained herein, the Seller shall have no liability to the Purchaser under this Section 2.3 if Completion does not occur.
(b) If any Leakage is notified under Section 2.3(c) and the Seller agrees or is otherwise determined hereunder, in each case at or prior to Completion, that such Leakage has occurred, the Purchase Price shall be reduced by an amount equal to the amount of such Leakage (a "Leakage Amount"), which shall discharge the Seller's obligation to make payment of such Leakage Amount under Section 2.3(c) and Section 2.4.
(c) If any Leakage occurs during the period from the Locked Box Date until immediately prior to Completion which has not been discharged pursuant to Section 2.3(b), provided that the Purchaser has notified the Seller in writing of its obligation to make such payment within six (6) months of the Completion Date, the Seller shall, on written demand by the Purchaser setting out the amount of such Leakage together with reasonable evidence thereof, if such Seller agrees that such Leakage has occurred and to the amount notified by the Purchaser, promptly pay to the Purchaser or, at the sole discretion of the Purchaser, the applicable Group Company, an amount in cash equal to the amount of such Leakage paid by the relevant Group Company.
(d) Notwithstanding anything to the contrary in this Agreement, no transaction, other than any of the transactions or events provided for in clause (a) of the definition of the term "Leakage" herein, undertaken on an arms' length basis and in the Ordinary Course of Business between (x) any Group Company, on the one hand, and (y) the Seller or any of its Affiliates, on the other hand, shall be deemed to constitute Leakage.
(e) If any payment is to be made by the Seller to the Purchaser in respect of any Leakage Claim, the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser for the Ownership Interest under this Agreement, which shall be de...
Leakage. 5.1 The Sellers undertake to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand.
5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers).
5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5.
5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer.
5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer.
5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 B...
Leakage. The Employee, his Affiliates and Associates, will not receive directly or indirectly any salary, directors fees or other compensation or value from the activities of the Management Companies or the applicable Investment Funds, directly or indirectly, through subsidiaries or otherwise, other than: (i) by virtue of his ownership interest in the balance of Management Company in excess of the Section 7 Percentages of Icahn Enterprises and High River; and (ii) a return on his invested capital pro-rata to other investors in any such Investment Fund (but not subject to management fees or incentive allocations or the like).
Leakage. (a) Purchaser shall provide written notice to the Equityholders’ Representatives of the amount of any Leakage (without duplication of any Leakage included in the calculation of the Aggregate Closing Purchase Price as a reduction thereto) plus interest on such Leakage calculated at the annual rate of the prime rate, as published in The Wall Street Journal in effect on the Closing Date, from (and including) the Closing Date to (but excluding) the date of such payment to the Purchaser (the “Additional Leakage” and such notice, the “Additional Leakage Notice”), it being agreed that Purchaser shall only be entitled to deliver an Additional Leakage Notice during the period starting on the Closing Date and ending at 11:59 p.m. Eastern Time on the four (4)-month anniversary of the Closing. The Purchaser and the Equityholders’ Representative shall discuss in good faith any discrepancies in the calculation of the total amount of such Additional Leakage for a period of fifteen (15) days following delivery by Purchaser of the Additional Leakage Notice.
(b) The Purchaser shall, after such fifteen (15) day consultation period, deliver a written notice to the Paying Agent instructing the Paying Agent to pay the Purchaser or the Surviving Corporation an amount in cash equal to the Additional Leakage from the Leakage Reserve Holdback Account. If no Additional Leakage Notice is received or, if following any payment of Additional Leakage to Purchaser or the Surviving Corporation, there are amounts remaining in the Leakage Reserve Holdback Account, the Purchaser shall promptly (and in any event within two (2) Business Days of determining there is no Additional Leakage or such payment of Additional Leakage, as applicable) instruct the Paying Agent to release such amounts (the “Leakage Delayed Consideration”) to the Eligible Holders in accordance with their respective Pro Rata Percentages.
(c) The Purchaser shall not be entitled to any remedy in respect of any Additional Leakage other than payment from the Leakage Reserve Holdback Account up to the Leakage Reserve Holdback Amount pursuant to this Section 3.05 except in respect of Fraud.
(d) Any payment in respect of the Additional Leakage pursuant to this Section 3.05 shall be treated as an adjustment to the Aggregate Closing Purchase Price for all purposes, including for Tax allocation purposes to the maximum extent permitted by applicable Law.
Leakage. Any dividend, distribution (whether in cash, in kind or otherwise) or return of capital (including any payment made for the purchase, redemption, repurchase, repayment or acquisition of any share capital of the Target Group Companies) declared, authorised, paid or made by any Target Group Company.
Leakage. 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants to the Buyer (in respect of itself and its Related Persons only) that:
9.1.1 in the period from the Locked Box Date up to and including Completion neither it nor any of its Related Persons have received or benefited from any amount of Leakage; and
9.1.2 neither it nor any of its Related Persons have consented to or voted in favour of, through the exercise of any powers or rights it has as director or shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the period from the Locked Box Date up to and including Completion.
9.2 In the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5), the relevant Seller or EBT Beneficiary, as the case may be, severally covenants to pay to the Buyer on demand an amount in cash equal to the amount or value of such Leakage received by it or by any of its Related Persons or in respect of which it or any of its Related Persons have benefitted.
9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any claim under this clause 9 unless written notice has been given to the relevant Seller or EBT Beneficiary, as the case may be, on or before the date which is nine months following the Completion Date.
9.4 Save in the case of fraud or wilful concealment, the liability of each Seller and each EBT Beneficiary under this clause 9 shall not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or in respect of which that Seller or EBT Beneficiary, as the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to clause 22 of this Agreement (Grossing Up).
9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject to any of the limitations set out in Schedule 7.
Leakage. Injector self-activates during arming. 7. Missing component renders the unit non-functional. 8. Fails functionality test (unable to remove safety cap or expel contents).
Leakage. The Seller shall notify the Purchaser in writing promptly, but no later than five (5) Banking Days after becoming aware of any payments constituting a Leakage. In the event of a Leakage, the Seller shall repay to the Company on a USD for USD basis an amount equal to the Leakage plus any Taxes fee or expenses triggered or incurred by any ▇▇▇▇▇▇▇ Companies in connection with the Leakage.
Leakage. 7.1 Pending Completion, the Seller shall procure that no Group Company shall undertake any act or course of conduct which would result in Leakage. In this Agreement, “Leakage” means: