Common use of Leakage Clause in Contracts

Leakage. 3.1 The Seller undertakes to BeneluxCo that if, there has been any Seller Leakage during the Locked Box Period, for the avoidance of doubt other than Permitted Leakage, the Seller will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to BeneluxCo of a sum equal to the Seller Leakage Compensation in respect of such Seller Leakage. In the case of any Seller Leakage Compensation that was not deducted from the Initial Cash Amount at Closing pursuant to Clause 2.2(a), the Seller shall pay to BeneluxCo the amount of any such Seller Leakage Compensation within [***] of the relevant amount of such Seller Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.2 BeneluxCo undertakes to the Seller that, if there has been any BeneluxCo Leakage during the Locked Box Period, for the avoidance of doubt other than Permitted Leakage, BeneluxCo will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to the Seller of a sum equal to the BeneluxCo Leakage Compensation in relation to such BeneluxCo Leakage. In the case of any BeneluxCo Leakage Compensation that was not added to the Initial Cash Amount at Closing pursuant to Clause 2.2(a), BeneluxCo shall pay to the Seller the amount of any such BeneluxCo Leakage Compensation within [***] of the relevant amount of such BeneluxCo Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.3 For the purposes of Clauses 3.1 and 3.2, the amount of any Leakage shall: (a) not include any amount in respect of VAT to the extent actually recoverable by repayment or credit by a VZ Group Company (in the case of Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo Leakage) after the Locked Box Date; and (b) be reduced by an amount equal to (i) any actual reduction of cash Tax due, or (ii) any cash Tax refund received, by any VZ Group Company (in the case of Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo Leakage) in respect of the Tax year in which the Leakage item occurred or the year thereafter as a result of such Leakage item being deductible for corporate income Tax purposes (as identified by the Seller and BeneluxCo jointly). 3.4 No later than [***] after the Conditions Fulfilment Date, the Seller and BeneluxCo shall each deliver to the other a statement of any Seller Leakage or BeneluxCo Leakage respectively, as applicable, of which it is aware (the Notified Leakage Amount) together with reasonable details of the relevant Leakage and reasonable evidence thereof (or if there has been no such Leakage, a statement to that effect). 3.5 If the Seller or BeneluxCo following receipt of such notice (as applicable): (a) agrees the Notified Leakage Amount (or part thereof) no later than [***] after the Conditions Fulfilment Date, then the Initial Cash Amount shall be reduced or increased, as applicable, by the amount of the Notified Leakage Amount (or part thereof, as applicable) so agreed, in accordance with Clause 2.2(a); or (b) objects to the Notified Leakage Amount (it being understood that failure to respond to the notice of any applicable Notified Leakage Amount shall be deemed to constitute an objection to the Notified Leakage Amount), the provisions of Clause 3.7 shall apply. (a) shall discharge the Seller’s or BeneluxCo’s, as applicable, obligation to make payment of such Notified Leakage Amount pursuant to Clause 3.1 or 3.2, as applicable, to the extent of the reduction or increase.

Leakage. 3.1 The Seller undertakes to BeneluxCo that if, there has been any Seller Leakage during the Locked Box Period, for the avoidance (a) Each of doubt other than Permitted Leakage, the Seller will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to BeneluxCo of a sum equal to the Seller Leakage Compensation Payors, severally and not jointly, undertakes to Buyer in respect of such itself, himself or herself to pay to Buyer, on demand, an amount in cash equal to (i) the Leakage Amount of any Leakage received by, or for the benefit of, it; (ii) its Relevant Percentage of the Leakage Amount of any Leakage received by, or for the benefit of any Leakage Recipient (other than any other Seller Leakage. In Leakage Payor, whether in its capacity as a Seller Leakage Payor or a Seller); (iii) in the case of any Selling Expenses constituting Leakage or Tax Leakage with respect to a Seller Leakage Compensation that was not deducted from the Initial Cash Amount at Closing pursuant to Clause 2.2(a(or any of such Seller’s Affiliates or Family Members), its Relevant Percentage of such Selling Expenses or Tax Leakage, as applicable; and (iv) in the Seller shall pay to BeneluxCo case of any Bonuses constituting Leakage, the amount of any such Seller Leakage Compensation within [***] of the relevant amount of such Seller Leakage having been agreed Bonuses received by, or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.2 BeneluxCo undertakes to the Seller that, if there has been any BeneluxCo Leakage during the Locked Box Period, for the avoidance benefit of, it or any director, officer or employee of doubt other than Permitted Leakage, BeneluxCo will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay it or procure payment to the Seller of a sum equal to the BeneluxCo Leakage Compensation in relation to such BeneluxCo Leakage. In the case of any BeneluxCo Leakage Compensation that was not added to the Initial Cash Amount at Closing pursuant to Clause 2.2(a), BeneluxCo shall pay to the Seller the amount its Relevant Percentage of any such BeneluxCo Bonuses received by, or for the benefit of, any Leakage Compensation within [***] of the relevant amount of such BeneluxCo Recipient (other than any other Seller Leakage having been agreed Payor, whether in its capacity as a Seller Leakage Payor or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.3 a Seller). For the purposes of Clauses 3.1 and 3.2this Section 2.2, Tax Leakage will be treated as having been received by the amount of any Leakage shall: (a) not include Recipient that receives any amount in respect of VAT the matter to the extent actually recoverable by repayment or credit by a VZ Group Company (in the case of Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo Leakage) after the Locked Box Date; andwhich that Leakage relates. (b) be reduced by an amount equal to If, within one hundred and twenty (i120) days after the Closing Date, ▇▇▇▇▇ becomes aware of any actual reduction of cash Tax due, or (ii) any cash Tax refund received, by any VZ Group Company (Leakage in the case of period between (but excluding) the Locked Box Date and Closing, Buyer shall notify in writing the Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo Leakage) in respect Representative of the Tax year in which the Leakage item occurred or the year thereafter as a result discovery of such Leakage item being deductible for corporate income Tax purposes (as identified by the Seller and BeneluxCo jointly). 3.4 No but no later than [***] one hundred and twenty (120) days after the Conditions Fulfilment Closing Date, ). Any demand for payment under this Section 2.2 must set out the Seller and BeneluxCo shall each deliver to the other a statement of any Seller Leakage or BeneluxCo Leakage respectively, as applicable, of which it is aware (the Notified Leakage Amount) together with reasonable details of the relevant Leakage and reasonable evidence thereof (or if there has been no such Leakage, a statement to that effect). 3.5 If the Leakage Amount, the amount payable by each Seller or BeneluxCo following receipt Leakage Payor and the bank account of Buyer into which such notice (as applicable): (a) agrees the Notified payment should be made. No Seller Leakage Amount (or part thereof) no later than [***] after the Conditions Fulfilment Date, then the Initial Cash Amount Payor shall be reduced or increased, as applicable, by the amount of the Notified Leakage Amount (or part thereof, as applicable) so agreed, liable under this Section 2.2 unless a demand for payment is made in accordance with Clause 2.2(a); or this Section 2.2 within one hundred and twenty (b120) objects to days of the Notified Leakage Amount (it being understood that failure to respond to the notice of any applicable Notified Leakage Amount shall be deemed to constitute an objection to the Notified Leakage Amount), the provisions of Clause 3.7 shall applyClosing Date. (ac) Payment of any Leakage under this Section 2.2 shall discharge be made by the Sellerrelevant Seller Leakage Payor within thirty (30) calendar days of demand for payment. (d) ▇▇▇▇▇’s only remedy in relation to any matter or BeneluxCo’sthing constituting Leakage are the remedies set forth in this Section 2.2. For the avoidance of doubt, as applicable, obligation to make payment no Seller shall be liable in respect of such Notified any Leakage Amount pursuant to Clause 3.1 or 3.2, as applicable, to the extent of the reduction or increasethat constitutes Permitted Leakage.

Leakage. 3.1 The Seller undertakes (a) As of the date hereof, no Leakage (other than Permitted Leakages) has occurred since the Locked Box Date. If at any time prior to BeneluxCo that ifthe Second Closing, there has been the Company becomes aware of the occurrence of any Seller Leakage during the Locked Box Period, for the avoidance Company shall promptly notify the Purchaser of doubt other than Permitted the occurrence of such Leakage, the Seller willMajor Shareholder to whom such Leakage is attributable, subject and the amount thereof and other reasonable details of such Leakage (the “Agreed Leakage Amount”). In respect of any Agreed Leakage Amount, the Major Shareholder shall, within two Business Days of the Second Closing, return the applicable number of Exchange Shares to and Pubco to settle all of its payment obligations in respect of the Agreed Leakage Amount. The value of each Exchange Share for purposes of determining the payment in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to BeneluxCo of a sum equal to Section 11.1(a) shall be the Seller Leakage Compensation in respect of such Seller Leakage. Redemption Price. (b) In the case of any Seller Leakage Compensation that was not deducted from the Initial Cash Amount at Closing pursuant to Clause 2.2(a), the Seller shall pay to BeneluxCo the amount or any portion of any such Seller Leakage Compensation within [***] of the relevant amount of such Seller Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.2 BeneluxCo undertakes to the Seller that, if there has been any BeneluxCo Leakage which occurs during the Locked Box Period, but for which the number of Exchange Shares has not been returned to Pubco pursuant to Section 11.1(a), Purchaser Representative may demand on behalf of and for the avoidance benefit of doubt other than Permitted LeakagePubco, BeneluxCo willand the Major Shareholders must pay an amount equal to, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to the Seller of on a sum equal to the BeneluxCo Leakage Compensation in relation to such BeneluxCo Leakage. In the case of any BeneluxCo Leakage Compensation that was not added to the Initial Cash Amount at Closing pursuant to Clause 2.2(a), BeneluxCo shall pay to the Seller the amount of any such BeneluxCo Leakage Compensation within [***] of the relevant amount of such BeneluxCo Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.3 For the purposes of Clauses 3.1 and 3.2dollar for dollar basis, the amount of any the Leakage shall:from the Major Shareholder(s) to whom such Leakage is attributable. (ac) not include any amount in respect For the avoidance of VAT doubt, the fact that an Agreed Leakage Amount has been determined pursuant to the extent actually recoverable by repayment or credit by a VZ Group Company (in the case of Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo Leakage) after the Locked Box Date; and (b) be reduced by an amount equal to (i) any actual reduction of cash Tax due, or (ii) any cash Tax refund received, by any VZ Group Company (in the case of Seller Leakage) or by a Closing Date BeneluxCo Group Company (in the case of BeneluxCo LeakageSection 11.1(a) in respect of any Leakage shall not preclude the Tax year Purchaser Representative from recovering any further amounts payable under Section 11.1 in which the Leakage item occurred or the year thereafter as a result respect of such Leakage item which was not taken into account in the Agreed Leakage Amount. (d) Any claims in respect of Leakage against a Major Shareholder in accordance with Section 11.1(b) shall first be applied against the Escrow Shares before any Major Shareholder shall be required to make any out-of-pocket payment in respect of such Leakage. The Major Shareholders shall be entitled to use Pubco Ordinary Shares to settle some or all of its out-of-pocket payment obligations in respect of Leakage. With respect to payment in respect of Leakage, the value of each Escrow Share or any other Pubco Ordinary Shares for purposes of determining the payment in accordance with Section 11.1(b) shall be the Redemption Price. (e) Any Exchange Shares, Escrow Shares or any other Pubco Ordinary Shares received by Pubco in respect of Leakage shall be promptly cancelled by Pubco after its receipt thereof. (f) To the extent a Major Shareholder does not make payment in respect of Leakage in accordance with Section 11.1(a) within 2 Business Days, or Section 11.1(b) within 15 days, of being deductible for corporate income Tax purposes (as identified notified by the Seller and BeneluxCo jointlyPurchaser Representative thereof, Pubco shall be entitled to a cancel a number of Pubco Ordinary Shares held by such Major Shareholder equal to the Leakage (based on the Redemption Price). 3.4 (g) No later than [***] Major Shareholder shall be liable to make a payment under Section 11.1(b) unless Purchaser Representative has notified the Shareholder Representative in writing of the Leakage, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling twelve (12) months after the Conditions Fulfilment Date, the Seller and BeneluxCo shall each deliver to the other a statement of any Seller Leakage or BeneluxCo Leakage respectively, as applicable, of which it is aware (the Notified Leakage Amount) together with reasonable details of the relevant Leakage and reasonable evidence thereof (or if there has been no such Leakage, a statement to that effect)Second Closing. 3.5 If the Seller or BeneluxCo following receipt of such notice (as applicable): (a) agrees the Notified Leakage Amount (or part thereof) no later than [***] after the Conditions Fulfilment Date, then the Initial Cash Amount shall be reduced or increased, as applicable, by the amount of the Notified Leakage Amount (or part thereof, as applicable) so agreed, in accordance with Clause 2.2(a); or (b) objects to the Notified Leakage Amount (it being understood that failure to respond to the notice of any applicable Notified Leakage Amount shall be deemed to constitute an objection to the Notified Leakage Amount), the provisions of Clause 3.7 shall apply. (a) shall discharge the Seller’s or BeneluxCo’s, as applicable, obligation to make payment of such Notified Leakage Amount pursuant to Clause 3.1 or 3.2, as applicable, to the extent of the reduction or increase.

Leakage. 3.1 The Seller undertakes to BeneluxCo that if, there has been any Seller Leakage during the Locked Box Period, for the avoidance of doubt other than Permitted Leakage, the Seller will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to BeneluxCo of a sum equal (a) Purchaser shall provide written notice to the Seller Leakage Compensation in respect Equityholders’ Representatives of such Seller Leakage. In the case of any Seller Leakage Compensation that was not deducted from the Initial Cash Amount at Closing pursuant to Clause 2.2(a), the Seller shall pay to BeneluxCo the amount of any such Seller Leakage Compensation within [***] of the relevant amount of such Seller Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.2 BeneluxCo undertakes to the Seller that, if there has been any BeneluxCo Leakage during the Locked Box Period, for the avoidance of doubt other than Permitted Leakage, BeneluxCo will, subject to and in accordance with Clauses 2 and 3.3 to 3.7, pay or procure payment to the Seller of a sum equal to the BeneluxCo Leakage Compensation in relation to such BeneluxCo Leakage. In the case of any BeneluxCo Leakage Compensation that was not added to the Initial Cash Amount at Closing pursuant to Clause 2.2(a), BeneluxCo shall pay to the Seller the amount of any such BeneluxCo Leakage Compensation within [***] of the relevant amount of such BeneluxCo Leakage having been agreed or determined in accordance with the provisions of Clauses 3.5 to 3.7. 3.3 For the purposes of Clauses 3.1 and 3.2, the amount of any Leakage shall: (awithout duplication of any Leakage included in the calculation of the Aggregate Closing Purchase Price as a reduction thereto) not include any amount plus interest on such Leakage calculated at the annual rate of the prime rate, as published in respect The Wall Street Journal in effect on the Closing Date, from (and including) the Closing Date to (but excluding) the date of VAT such payment to the extent actually recoverable by repayment or credit by a VZ Group Company 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 case calculation of Seller Leakagethe total amount of such Additional Leakage for a period of fifteen (15) or days following delivery by a Closing Date BeneluxCo Group Company (in Purchaser of the case of BeneluxCo Leakage) after the Locked Box Date; andAdditional Leakage Notice. (b) be reduced by 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 (i) the Additional Leakage from the Leakage Reserve Holdback Account. If no Additional Leakage Notice is received or, if following any actual reduction payment of cash Tax dueAdditional Leakage to Purchaser or the Surviving Corporation, or (ii) any cash Tax refund received, by any VZ Group Company (there are amounts remaining in the case Leakage Reserve Holdback Account, the Purchaser shall promptly (and in any event within two (2) Business Days of Seller determining there is no Additional Leakage or such payment of Additional Leakage, as applicable) or by a Closing Date BeneluxCo Group Company 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 case Leakage Reserve Holdback Account up to the Leakage Reserve Holdback Amount pursuant to this Section 3.05 except in respect of BeneluxCo LeakageFraud. (d) Any payment in respect of the Tax year in which the Additional Leakage item occurred or the year thereafter pursuant to this Section 3.05 shall be treated as a result of such Leakage item being deductible for corporate income Tax purposes (as identified by the Seller and BeneluxCo jointly). 3.4 No later than [***] after the Conditions Fulfilment Date, the Seller and BeneluxCo shall each deliver an adjustment to the other a statement of any Seller Leakage or BeneluxCo Leakage respectivelyAggregate Closing Purchase Price for all purposes, as applicable, of which it is aware (the Notified Leakage Amount) together with reasonable details of the relevant Leakage and reasonable evidence thereof (or if there has been no such Leakage, a statement to that effect). 3.5 If the Seller or BeneluxCo following receipt of such notice (as applicable): (a) agrees the Notified Leakage Amount (or part thereof) no later than [***] after the Conditions Fulfilment Date, then the Initial Cash Amount shall be reduced or increased, as applicable, by the amount of the Notified Leakage Amount (or part thereof, as applicable) so agreed, in accordance with Clause 2.2(a); or (b) objects including for Tax allocation purposes to the Notified Leakage Amount (it being understood that failure to respond to the notice of any maximum extent permitted by applicable Notified Leakage Amount shall be deemed to constitute an objection to the Notified Leakage Amount), the provisions of Clause 3.7 shall applyLaw. (a) shall discharge the Seller’s or BeneluxCo’s, as applicable, obligation to make payment of such Notified Leakage Amount pursuant to Clause 3.1 or 3.2, as applicable, to the extent of the reduction or increase.