Common use of Leakage Clause in Contracts

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. 9.1 Each 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers and each of the EBT Beneficiaries severally covenants deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate 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 and shall 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 liable to pay to the Buyer on demand an amount (on a euro- for-euro basis) in cash equal to, any such Additional Leakage; (b) the Sellers’ obligations under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount or value of such Additional Leakage received by it or by any of its Related Persons or has been finally determined in respect of which it or any of its Related Persons have benefittedaccordance with this Section 3.8.2. 9.3 No Seller or EBT Beneficiary3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, as to the case may beextent possible, shall be liable for any claim under this clause 9 unless written notice has been given allocated to the relevant Seller who has (or EBT Beneficiarywhose Affil- iate has) received or benefitted from the respective Leakage, as and the case may beSeller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate of a specific Seller), each Seller shall be deemed to have received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage based on or before this Section 3.8 shall terminate on the date which is nine months following first (1st) anniversary of the Completion Closing 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. 9.1 7.1 Each of the Sellers Seller warrants (severally 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 to the Purchaser that during the period from (but excluding) the Locked Locked-Box Date up to and including Completion the date of this Agreement, neither it nor any of its Related Persons have Seller Group Company has received or benefited benefitted from any amount of Leakage and undertakes to the Purchaser that, during the period commencing on the date of this Agreement up to and including the date of Completion, neither it nor any Seller Group Company will receive or benefit from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons , provided in each case that each Seller shall 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 no liability to the Existing Shareholders’ Agreement Purchaser under this Clause 7 if Completion does not occur for any reason whatsoever. 7.2 Subject to Clause 3.3 and to the remainder of this Clause 7, if Seller A, Seller B and/or any Seller Group Company: (i) has received or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, benefitted from any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the period from (but excluding) the Locked Locked-Box Date to (and including) the date of this Agreement; and/or (ii) receives or benefits from any Leakage in the period from (but excluding) the date of this Agreement and up to (and including Completion. 9.2 In including) the event date of any Completion (in each case other than Leakage which is prohibited by clause 9.1 (but subject always accounted for as part of the Deductible Leakage Amount in the calculation of the Share Consideration pursuant to clauses 9.3, 9.4 or 9.5Clause 3.1(d)) and/or Clause 3.1(e), the relevant Seller or EBT BeneficiaryA and Seller B (in each case, as the case may besubject to Clause 7.3, severally in respect of itself only and provided Completion occurs) covenants to pay to the Buyer on demand Purchaser within 14 Business Days of receipt of a Leakage Notice delivered in accordance with Clause 7.5 below, an amount in cash equal to the amount relevant Leakage Amount actually received or value benefitted from by such Seller and/or by any Seller Group Company. 7.3 For the purposes of such Clause 7.2, any Leakage that is received or deemed to be received by it or which any Seller Group Company benefits from shall be deemed to have been received by each Seller pro rata based on its Relevant Proportion. 7.4 The Sellers shall notify the Purchaser as soon as practicable after either Seller becoming aware of any of its Related Persons Leakage at any time prior to, or in respect the period of which it or any of its Related Persons have benefittedeight (8) months immediately after, Completion. 9.3 No 7.5 The Sellers shall not be liable to make a payment under this Clause 7 unless the Purchaser has notified Seller or EBT Beneficiary, A and/or Seller B (as the case may be) in writing (such notice being, shall be liable for a “Leakage Notice”) of the occurrence of the Leakage to which any claim under this clause 9 unless written notice has been given such payment relates, stating (to the relevant Seller or EBT Beneficiaryextent known to the Purchaser) in reasonable detail and including, as where available, reasonable supporting material which evidences the case may benature of such Leakage and the Leakage Amount claimed, on or before the date which is nine falling eight (8) months following after the Completion Date. 9.4 Save 7.6 Subject to the provisions of this Agreement, no liability shall attach to the Sellers 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 relation to an amount of Leakage to the extent that the Purchaser (or any member of the Purchaser Group including for these purposes, the Group) has actually received by recovered in full an amount equal to such Seller or EBT BeneficiaryLeakage from any person (other than a member of the Purchaser Group including for these purposes, as the case Group) and accordingly the Purchaser may be, and by any of its Related Persons or only recover once in respect of which the same loss. 7.7 The Purchaser acknowledges and agrees that Seller or EBT Beneficiary, as the case may be, or only remedy available to it for 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 Leakage under 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 is set out in Schedule this Clause 7. 7.8 Nothing in this Clause 7 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud or fraudulent misrepresentation.

Leakage. 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants Seller severally: (a) warrants to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 in , during the period from (but excluding) the Locked Box Date up to and including Completion the date of this Agreement, neither it nor any of its Related Connected Persons have received received, become entitled to receive or benefited from will actually receive any amount of LeakageLeakage other than Permitted Leakage Payments; and 9.1.2 (b) undertakes to the Buyer that, during the period commencing on the date of this Agreement up to and including the date of Completion, neither it nor any of its Related Connected Persons have consented will receive, become entitled to receive or voted in favour of, through the exercise will actually receive any amount of Leakage other than 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 Permitted 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 CompletionPayments. 9.2 In From Completion, in the event case of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3breach of the warranty and undertaking set out in Clause 9.1, 9.4 or 9.5), the relevant each Seller or EBT Beneficiary, as the case may be, severally covenants and undertakes to pay to the Buyer on demand promptly (and in any event within ten (10) Business Days) following receipt of written notice from the Buyer (containing reasonable documentary evidence and details, including quantum) an amount in cash equal to the amount or value of such any 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 made to the relevant Seller or EBT Beneficiary, as the case may be, on or before the date which any of its Connected Persons. 9.3 The Buyer’s only remedy in relation to Leakage is nine months following the Completion Datethat contained in this Clause 9 and Clause 4.5. 9.4 Save Each Seller covenants with and undertakes to the Buyer that it shall notify the Buyer in the case writing promptly upon becoming aware 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 made to 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)Connected Persons. 9.5 For the avoidance of doubt, the liability of any A Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject liable for a Leakage Claim unless the Buyer has given that Seller notice of that Leakage Claim, stating, to the extent practicable, in reasonable detail the nature of the Leakage Claim and the Buyer’s then best estimate of the amount claimed, by no later than nine months after Completion. 9.6 Nothing in this Clause 9 shall require the Buyer to prove that a Seller or any of the limitations set out in Schedule 7its Connected Persons caused or brought about (directly or indirectly) any Leakage.

Leakage. 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants 8.1 With respect to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 in the period from (and excluding) the Locked Box Date up to (and including Completion including) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser that: (i) neither it it, nor any member of its Related Persons have Seller’s Group or any Connected Person to it or any member of the Seller’s Group has received (or benefited from will receive) any amount of Leakage; and 9.1.2 neither (ii) no arrangement or agreement has been made or entered into with 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 will be made or rightsentered into) that has resulted or the giving of instructions to any director appointed by will result in it, any Leakage member of its Seller’s Group or any Connected Person to be paid, it or any member of the Seller’s Group receiving any Leakage; and (b) the Company covenants to the Purchaser that no arrangement or agreement has been made or incurred entered into (or agreed to will be paid, made or incurredentered into) that has resulted or will result in the period from the Locked Box Date up to and including Completionit, any member of its Seller’s Group receiving any Leakage. 9.2 8.2 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)that would otherwise result in a breach of the covenant contained in subclause 8.1, the relevant Seller or EBT Beneficiary, as the case may be, (in respect of itself only) severally covenants to the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to pay to the Buyer on demand Purchaser or the Company (at the Purchaser’s election) within fifteen (15) Business Days of notification an amount in cash equal to the aggregate of the amount or value of such Leakage received by it (or by deemed to have been received by) it, any member of its Related Persons Seller’s Group or any Connected Person to it (or in respect of which it, any member of its Seller’s Group or any Connected Person to it or any member of its Related Persons have benefittedthe Seller’s Group has benefited), less an amount equal to any Leakage Tax Adjustments arising directly as a result of such Leakage. 9.3 No Seller 8.3 The Company 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 shall, by notice in writing delivered to the Purchaser, in accordance with subclause 6.2 and specifically referencing this subclause, notify the Purchaser as soon as reasonably practicable of any Leakage that has occurred or EBT Beneficiarywill occur in the period between the Locked Box Date and Completion (the Notified Leakage) and Net Notified Leakage. To the extent a Leakage Tax Adjustment has been taken into account in calculating Net Notified Leakage, the Sellers shall provide reasonable details and evidence of the nature and quantum of such Leakage Tax Adjustment. 8.4 In the event of any Notified Leakage, the Aggregate Consideration shall be reduced by an amount equal to the Notified Leakage less an amount equal to any Leakage Tax Adjustments in respect of that Leakage (the Net Notified Leakage) and: (a) where the Net Notified Leakage is not specifically attributable to one or more Sellers, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) where any Net Notified Leakage is specifically attributable to one Seller only, the Aggregate Consideration payable to that Seller shall be reduced by an amount equal to that Net Notified Leakage, provided that to the extent that the Aggregate Consideration is so reduced, the relevant Seller shall have no liability under subclause 8.1 or 8.2 in respect of such Notified Leakage. 8.5 For the purposes of this clause 8, any Leakage within limb (o) of the definition of Leakage shall be, in the case of Tax falling within limb (o)(i), apportioned amongst and deemed to have been received by the Sellers in the same manner as the Leakage in limbs (a) to (n) to which the Tax in question relates; and in the case of Tax falling within limb (o)(ii), apportioned amongst and deemed to have been received by each Seller in that Seller’s Relevant Proportion. 8.6 The Purchaser may be, notify the relevant Seller of a Leakage Claim on or before the date falling the earlier of: (i) nine (9) months after Completion; and (ii) 30 Business Days after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date that is nine less than three (3) months following before the Completion Dateend of the fiscal year, the Purchaser may, at its sole option, extend the period contemplated by this clause (ii) by an additional 15 Business Days, setting out the amount of such Leakage together with reasonable evidence thereof, including in respect of any associated Tax and any Leakage Tax Adjustment a reasonable estimation and underlying assumptions thereof, in which case, in relation to any alleged breaches so notified, the Sellers shall remain liable until any relevant claims in respect of this clause 8 have been satisfied, settled or withdrawn. 9.4 Save 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, in the case of fraud any Leakage not specifically attributable to one or wilful concealmentmore Sellers, the liability of each Seller and each EBT Beneficiary under shall be deemed to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose of this clause 9 subclause 8.7) shall be reduced by such amount. The Sellers 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 be liable more than once in respect of which that Seller or EBT Beneficiarythe same Leakage, as regardless of whether more than one category of Leakage arises in respect of it. A claim by the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as Purchaser under clause 8 shall be the case may be, pursuant to clause 22 of this Agreement (Grossing Up). 9.5 For the avoidance of doubt, the liability Purchaser’s sole remedy in respect of any Seller or EBT Beneficiary pursuant to this breach of clause 9 shall not be subject to 8 and/or any of the limitations set out in Schedule 7matter constituting Leakage.

Leakage. 9.1 4.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants Vendor severally: (a) warrants to the Buyer (Purchaser in respect of itself only that, from (and its Related Persons onlyexcluding) that: 9.1.1 in the period from the Locked Box Date up to (and including Completion including) the date of this Agreement, neither it nor any of its Related Connected Persons have has received (which shall be deemed to include the benefit of any agreement or benefited from arrangement which is subject to limb (i) of Leakage) any amount of Leakage other than Permitted Leakage; and 9.1.2 (b) undertakes to the Purchaser that it shall procure that, in respect of itself only, during the period commencing from (but excluding) the date of this Agreement up to Completion, neither it nor any of its Related Connected Persons have consented will receive (which shall be deemed to or voted in favour of, through include the exercise benefit of any powers agreement or rights it has as director or shareholder arrangement which is subject to limb (i) of Leakage) any Leakage other than Permitted Leakage. 4.2 Subject to Completion occurring in accordance with the Company or as a party terms of this Agreement and to the Existing Shareholders’ Agreement remainder of this Clause 4: (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 incurreda) in the period from the Locked Box Date up to and including Completion. 9.2 In the event of a breach of Clause 4.1 by any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3Vendor, 9.4 or 9.5), the relevant Seller or EBT Beneficiary, as the case may be, severally covenants to such Vendor shall pay to the Buyer on demand Purchaser within 10 Business Days after the amount has been agreed by the applicable Vendor or finally determined by a court of competent jurisdiction an amount in cash equal to the aggregate amount of any Leakage (excluding, for the avoidance of doubt, any Permitted Leakage and without double counting items that qualify as Leakage pursuant to one or value more limbs within the definition) actually received by or for the benefit of such Leakage received by it or Vendor and/or its Connected Persons as a result of a breach of Clause 4.1 plus the Reverse Ticker Amount (if any), which aggregate amount shall not include any VAT which is recoverable as input Tax by any member of its Related Persons or the Purchaser Group in respect of which it or any matter giving rise to Leakage, provided that any Leakage arising under limb 4.6(h) of its Related Persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, that definition associated with such receipt shall be liable for deemed to have been actually received by such Vendor (and treated as received on the date on which the Leakage occurred to which the Leakage under limb (h) of Leakage is connected); and (b) provided further that (i) any claim under to be made by the Purchaser pursuant to this clause 9 unless written notice has been given Clause 4.2 must be made in writing to the relevant Seller or EBT Beneficiary, as the case may be, on or before the date which is nine Vendor(s) within six months following the Completion Date. 9.4 Save in Date and must set out the case Purchaser’s calculation of fraud or wilful concealment, the liability of each Seller amount and all relevant details (as far as they are known by the Purchaser at the time) and each EBT Beneficiary Vendor shall cease to be under this clause 9 shall not in any circumstances exceed liability whatsoever to 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 Purchaser in respect of which that Seller or EBT Beneficiaryall and any such claims not so notified in accordance with this sub-clause, as and (ii) where the case may beLeakage is not agreed between the Purchaser and the applicable Vendor, or any legal proceedings in respect of its Related Persons such Leakage have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as been issued and served within six months after the case may be, pursuant date of notice referred to clause 22 above is given and legal proceedings shall not be deemed to have been started unless a statement of this Agreement (Grossing Up)claim is both properly issued and validly served on the relevant Vendor. 9.5 4.3 For the avoidance of doubt, the liability Purchaser acknowledges and agrees that, save in the event of any Seller fraud or EBT Beneficiary pursuant fraudulent misrepresentation, the sole and only remedy available to this clause 9 it for Leakage and a breach of the provisions of Clause 4.1 is contained in Clause 4.2 and in the event that the relevant Vendor does not satisfy a claim for Leakage made against that Vendor, the Purchaser shall not be subject entitled to bring a claim for Leakage against any of the limitations set out other Vendors (severally or jointly) in Schedule 7respect of such non-satisfaction or non-payment. 4.4 The maximum aggregate liability of each Vendor severally in respect of this Clause 4 shall not exceed an amount equal to the Leakage actually received (or deemed to have been actually received pursuant to Clause 4.2) by such Vendor and any of its Connected Persons plus the Reverse Ticker Amount (if any), provided that any Leakage arising under limb 4.6(h) of that definition associated with such receipt shall be deemed to have been actually received by such Vendor. 4.5 No Vendor shall be liable under Clause 4.1 in respect of any Leakage to the extent: (a) that the Purchaser and/or any Group Company has recovered or received (with no obligation to repay) from some other person (other than the Purchaser or any Group Company) an amount in respect of the alleged Leakage which would otherwise have given rise to a claim under this Agreement, and in such circumstances the relevant Vendor shall have no liability in respect of such claim to the extent of the Sum Recovered. For the purposes of this Clause, “

Leakage. 9.1 4.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants Seller undertakes to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 Purchaser that in the period from (and excluding) the Locked Box Date up to (and including including) the Completion neither it nor any of its Related Persons have received Date there has been no Leakage and no arrangement or benefited from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons have consented to agreement or voted in favour of, through the exercise of any powers or rights it offer 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, been made or incurred (entered into that has resulted or agreed to be paid, made or incurred) will result in the period from the Locked Box Date up to and including Completionany Leakage. 9.2 4.2 In the event of any Leakage which is prohibited by clause 9.1 Clause 4.1 (but subject always to clauses 9.3, 9.4 or 9.5Clause 4.3), (x) if such Leakage is identified prior to the relevant Completion Date, the Sellers’ Representative shall notify the Purchaser of such Leakage in accordance with Clause 3.4(b), and such amount shall be deducted from the Consideration; or (y) if such Leakage is identified following the Completion Date, subject to the limitations on each Sellers’ liability set out in this Clause 4 and Schedule 5, each Seller or EBT Beneficiary, as the case may be, severally covenants to the Purchaser to pay or procure payment to the Buyer Purchaser (or to its order) on written demand by the Purchaser an amount in cash equal to the aggregate of the amount or value of such Leakage, provided that, in each case: (a) any Leakage may not be required to be repaid more than once to the Purchaser; (b) to the extent the Leakage concerns an item which is not the payment of a sum of monies, the payment shall be equal to the amount which places the relevant Group Company in the same position as if such Leakage had not occurred; (c) to the extent any Leakage is received by it or by any made in favour of a given Seller or its Related Persons or Persons, the payment obligation shall be entirely borne by such Seller and such Seller shall also be liable for the full amount of any Tax (including amounts in respect of which it VAT and/or employer’s social security contributions) arising on or any with respect to such Leakage (in accordance with the closing language of its such defined term) regardless of the person on whom that Tax is primarily chargeable; and (d) subject to Clause 4.2(c), to the extent the Leakage is received by a third party and not by a Seller or a member of such Seller’s Group or Related Persons have benefittedPerson, the repayment obligation shall be borne by all Sellers, in proportion of the Relevant Proportion of each Seller. 9.3 4.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any claim under this clause 9 Clause 4 unless written notice has been given to the relevant Seller or EBT Beneficiary, as the case may be, Sellers’ Representative on or before the date which is nine the earlier of: (a) 9 months following the Completion Date and (b) 2 months post completion of the audit of the Group’s consolidated financial statements for the year ended 31 December 2019 (such date, the “Cut-Off Date”); provided, that notwithstanding the foregoing, if the Longstop Date is extended to the Extended Longstop Date pursuant to Clause 6.10, then the “Cut-Off Date” will be the date which is 9 months following the Completion Date. 9.4 4.4 Save in the case of fraud or wilful concealmentfraud, the aggregate liability of each Seller and each EBT Beneficiary under for breach of this clause 9 Clause 4 shall not in any circumstances exceed the aggregate amount of Leakage actually Consideration received by such Seller or EBT BeneficiarySeller. For the purposes of this Clause 4.4, any deemed adjustment (by way of reduction) to the Consideration pursuant to paragraph 20 of Schedule 5 shall be disregarded in determining the Consideration received by such Seller. 4.5 The Sellers undertake to notify the Purchaser in writing as the case may be, and by any soon as reasonably practicable after becoming aware of its Related Persons or in respect of which anything that Seller or EBT Beneficiary, as the case may bewould constitute, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant would reasonably be expected to clause 22 of this Agreement (Grossing Up). 9.5 For the avoidance of doubtconstitute, the liability occurrence of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject to any of the limitations set out in Schedule 7Leakage.

Leakage. 9.1 6.1 Each of the Sellers Seller severally covenants, warrants and each of the EBT Beneficiaries severally covenants undertakes to the Buyer (Purchaser that in respect of itself and relation to it or its Related Persons onlyPersons: (i) that: 9.1.1 in during the period from commencing on the Locked Locked-Box Date up to and including the date hereof there has been no Leakage and (ii) during the period commencing on the date hereof up to and including the date of Completion, no Leakage will occur, provided in each case that no Seller shall have any liability to the Purchaser under this Clause 6 if Completion neither it nor does not occur. 6.2 Subject to Clause 5.6 and to the remainder of this Clause 6, if a Seller and/or any of its Related Persons have Persons: (i) has received or benefited benefitted 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 following (but excluding) the Locked Locked-Box Date to (and including) the date hereof; and/or (ii) receives and/or benefits from any Leakage in the period following (but excluding) the date hereof and up to (and including Completion. 9.2 In including) the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5)Completion Date, the relevant Seller or EBT Beneficiary, as the case may be, severally (provided Completion occurs) covenants to pay to the Buyer on Purchaser upon written demand from the Purchaser in accordance with Clause 6.3, an amount in cash equal to the amount or value of such any Leakage received (or deemed to have been received in accordance with the definition of Leakage) by it or and/or by any of its Related Persons or and/or in respect of which it or and/or any of its Related Persons have has actually benefitted. 9.3 6.3 No Seller or EBT Beneficiary, shall be liable to make a payment under this Clause 6 unless the Purchaser has notified such Seller (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, shall be liable for any claim under this clause 9 unless written notice has been given to stating in reasonable detail and including all reasonably available supporting material the relevant Seller or EBT Beneficiarynature of such Leakage and, as if practicable, the case may beamount claimed, on or before the date which is nine falling six (6) months following after the Completion Date. 9.4 Save 6.4 No liability shall attach to any Seller in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser or any of member of the Purchaser Group (including for these purposes, the Group) from another party to this Agreement and/or pursuant to the Management Warranty Deed, and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. Nothing herein shall require the Purchaser to bring any other claim in respect of any particular item of Leakage before bringing a claim against the Sellers for Leakage under this Clause 6. 6.5 Notwithstanding anything to the contrary in this Agreement, no transaction undertaken on an arms' length basis and in the case ordinary course of fraud business consistent with past practice between (x) any Group Company, on the one hand, and (y) (i) any other portfolio company of any Institutional Seller or wilful concealmentits Related Persons, or (ii) any direct or indirect investor in any fund managed or advised by any member of an Institutional Seller's Group or any of their respective Related Persons, on the other hand, shall be deemed to constitute Leakage. 6.6 The aggregate maximum liability of each a Seller and each EBT Beneficiary under this clause 9 Clause 6 shall not in any circumstances exceed the aggregate amount of Leakage actually received or benefited from 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 Upwithout double counting). 9.5 6.7 For the avoidance purposes of doubtthis Clause 6, any Leakage falling within limb (j) of that definition (“Tax Leakage”) shall be deemed to be received by the liability of any Seller which received or EBT Beneficiary pursuant benefitted from (or is deemed to this clause 9 shall not be subject have received or benefitted from) the Leakage to any of the limitations set out in Schedule 7which such Tax Leakage relates.

Leakage. 9.1 5.3.1 Each of the Sellers Seller covenants and each of the EBT Beneficiaries severally covenants undertakes to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 Purchaser that in the period from (and excluding) the Locked Box Date up to (and including including) the relevant Completion neither Date: (i) it shall procure, to the extent it is able, that no Leakage from any Group Company shall occur; (ii) it shall procure that no Group Company has amended or will amend the terms of Indebtedness owed by it to the Sellers or any member of the Sellers’ Group (other than a member of the same Sale Group as such Group Company) to the benefit of the Sellers or any member of the Sellers’ Group (other than a member of the same Sale Group as such Group Company); (iii) it shall procure that none of the Sellers nor any member of its Related Persons have received the Sellers Group has agreed or benefited from committed to any amount of Leakage; and 9.1.2 neither it nor , except, in any of its Related Persons have consented to or voted in favour ofcase, through the exercise of any powers or rights it has as director or shareholder in the Company or as a party disclosed to the Existing Shareholders’ Agreement (or Purchaser prior to the failure to exercise any such powers or rights) or the giving date 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 Completionthis Agreement. 9.2 5.3.2 In the event of any Leakage which is prohibited by clause 9.1 (from, but subject always to clauses 9.3excluding, 9.4 or 9.5)the Locked Box Date to, and including, the relevant Completion Date the relevant Seller or EBT Beneficiary, as shall within 5 Business Days of demand for payment thereof by the case may be, severally covenants to Purchaser pay to the Buyer on demand Purchaser by way of an adjustment to the consideration for the relevant Shares an amount in cash equal to (on a $ for $ basis) the amount Losses with respect to the Leakage received by or value given for the benefit of the Sellers or a member of the Sellers’ Group or any nominee or agent or any other person receiving any Leakage on behalf of any of the foregoing. Provided that the Purchaser shall not be entitled to demand payment of any Leakage as referred to in this Clause 5.3.2 to the extent that such Leakage has been deducted from (i) the BMM Share Value in arriving at the BMM Share Consideration; (ii) the Lisheen Share Value in arriving at the Lisheen Share Consideration; or (iii) the Namibia Share Value in arriving at the Namibia Share Consideration. 5.3.3 No Seller shall be liable under this Agreement in respect of any Leakage unless a notice of such Leakage received is given by it the Purchaser to such Seller in writing within six months of the relevant Completion Date. 5.3.4 The Purchaser will pay to the relevant Seller an amount equal to any Taxation for which the relevant Group Company would otherwise have been accountable or by liable which is actually reduced or extinguished as a result of any of its Related Persons or Leakage in respect of which it or any of its Related Persons have benefitted. 9.3 No Seller or EBT Beneficiarya payment has been made to the Purchaser under Clause 5.3.2, as provided that the case may be, Purchaser shall not be liable for to make any claim payment under this clause 9 unless written notice Clause 5.3.4 to the extent that a payment has been given to the relevant Seller made under either paragraph 3.4 of Schedule 5, paragraph 2.3 of Schedule 6 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 paragraph 2.3 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 Schedule 7 in respect of such Leakage. The due date for this payment will be thirty (30) Business Days after the date on which that Seller such Taxation is actually reduced 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)extinguished. 9.5 5.3.5 For the avoidance of doubt, save as provided in Clauses 5.3.2, and 5.3.3 and Clause 12.4.3, the liability of any Seller or EBT Beneficiary pursuant to of the Sellers under this clause 9 Clause 5.3 shall not be subject to limited, restricted or excluded in respect of any other provision of this Agreement including the limitations set out in Schedule 7provisions of Clause 12 (other than Clause 12.4.3).

Leakage. 9.1 Each of the Sellers 4.1 The Seller warrants and each of the EBT Beneficiaries severally covenants undertakes to the Buyer (in respect of itself and its Related Persons only) Purchaser that: 9.1.1 , in the period from the Locked Box Date up to and including Completion neither it nor any the date 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 ofthis Agreement, through the exercise of any powers or rights it there 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, not been any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the period and from the Locked Box Date up date of this Agreement to and including CompletionCompletion there will not be any Leakage. 9.2 4.2 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)between the Locked Box Date and Completion, the relevant Seller or EBT Beneficiary, as the case may be, severally shall indemnify and covenants to pay to the Buyer Purchaser on demand an amount in cash equal to the amount or value of such the Leakage received by it it, any member of the Seller’s Group or by any of its Related Persons their respective officers, directors or employees (as applicable), or in respect of which it any such person has benefited (save that the Seller shall also bear any Leakage that is a Tax amount that has been paid directly to the relevant Tax Authority and has not therefore been received by the relevant person or any in respect of its Related Persons which such persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any ). A claim under this clause 9 unless written notice has been given Clause 4.2 shall be the sole remedy available to the relevant Purchaser arising from a breach of Clause 4.1. 4.3 The Seller or EBT Beneficiaryis not liable to make a payment under Clause 4.2 unless the Purchaser has notified the Seller in writing of the occurrence of the Leakage to which any such payment relates, as stating in reasonable detail the case may benature of the breach and, if practicable, the amount claimed, on or before the date which is nine months following six month anniversary of the Completion Date. 9.4 Save in the case of fraud or wilful concealment4.4 Subject to Clause 4.5, the aggregate liability of each the Seller and each EBT Beneficiary under in respect of this clause 9 Clause 4 shall not in any circumstances exceed an amount equal to the aggregate amount of Leakage actually received by such or benefitting the relevant person (save that the Seller or EBT Beneficiary, as shall also bear any Leakage that is a Tax that has been paid directly to the case may be, relevant Tax Authority and has not therefore been received by any of its Related Persons the relevant person or in respect of which that Seller such persons have benefitted). 4.5 Nothing in this Clause 4 shall have the effect of limiting, restricting or EBT Beneficiaryexcluding any liability arising as a result of any fraud or wilful concealment by the Seller, as any member of the case may be, Seller’s Group 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)their respective Affiliates. 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.