Common use of Locked Box Clause in Contracts

Locked Box. 7.1 The Seller undertakes that from and including 25 September 2009 and until Completion, other than Permitted Leakage: (A) no member of the Group has declared, authorised, paid or made (whether actual or deemed) to any member of the Retained Group any dividend, distribution or other return of capital (whether by reduction of capital or purchase of shares) or will do any of those things; (B) no member of the Group has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability (including, without limitation, any indebtedness, expenses or costs) for the benefit of, any member of the Retained Group or will do any of those things; (C) no member of the Group has waived or released in favour of member of the Retained Group, nor has any member of the Retained Group failed to pay when due, any sum or obligation due by any such member of the Retained Group to any member of the Group or will do any of those things; (D) no payment, management charge or fee of any nature has been or will be levied by, or for the benefit of, any member of the Retained Group against any member of the Group and there has been no payment of any nature including, without limitation, any payment of any management, service or similar fee or compensation or loan by a member of the Group to, or for the benefit of, any member of the Retained Group; (E) no member of the Group has entered into, and will not enter into, any agreement or arrangement with any member of the Retained Group and has not amended and will not amend an agreement with any member of the Retained Group in such a way as to increase the cost to that member of the Group; (F) no member of the Group has incurred or paid, nor will they incur or pay any amount to any person whether as fees, bonus or otherwise in connection with any sale and purchase of the Shares; (G) none of the matters referred to in clauses (A) to (F) has taken place where the person directly benefiting is not a member of the Retained Group but as a consequence of a direct or indirect agreement or arrangement between such person and any member of the Retained Group obtains a benefit; (H) no group company has made or entered into any agreement or arrangement to give effect to any of the matters referred to in sub-clauses (A) to (G) above, (together, the “No Leakage Undertakings”). 7.2 For the purposes of sub-clause 7.1, the “Retained Group” includes any nominee, agent or director of any member of the Retained Group and any person “connected” to a director of any member of the Retained Group within the meaning of section 252 of the ▇▇▇▇ ▇▇▇. 7.3 If there is a breach of any of the No Leakage Undertakings, the Seller covenants to pay to the Purchaser on demand an amount equal to all Losses the Purchaser and/or any member of the Group incurred as a result of a breach of the No Leakage Undertakings and all payments or distributions made or assets transferred or surrendered or liabilities assumed, indemnified or incurred or sums or obligations waived by any member of the Group in breach of the No Leakage Undertakings. Notwithstanding any other provisions of this Agreement, the provisions of this sub-clause 7.3 shall not be subject to any limitations on the Seller’s liability contained in this Agreement (including, clause 10 (Purchaser’s remedies and Seller’s limitations on liability) and Schedule 3) (Limitations on Seller’s liability).

Locked Box. 7.1 6.1 The Seller undertakes covenants that during the period from the Accounts Date and including 25 September 2009 to the date of this Agreement, and until Completion, other than save as permitted by Schedule 4 (Permitted Leakage:): (A) no member of the Group has declared, authorised, made or paid any dividend or made (whether actual or deemed) distribution to any member of the Retained Group any dividend, distribution or other return of capital (whether by reduction of capital or purchase of shares) or will do any of those thingsGroup; (B) no member of the Group has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability (including, without limitation, any indebtedness, expenses or costs) for the benefit of, of any member of the Retained Group or will do any of those thingsGroup; (C) no member of the Group has waived or released in favour of any member of the Retained GroupGroup any liability to pay, nor has any member of the Retained Group failed to pay when duedue and payable, any sum or obligation due by any such member of the Retained Group to any member of the Group or will do any of those thingsGroup; (D) no payment, management charge or fee of any nature has been or will be levied by, or for the benefit of, by any member of the Retained Group against any member of the Group Group, and there has been no payment of by any nature including, without limitation, any payment of any management, service or similar fee or compensation or loan by a member of the Group to, or for the benefit of, to any member of the Retained Group, other than any payment made pursuant to a trading contract entered into in the ordinary course and on arm’s length terms (including, for this purpose, payment of any Ordinary Trading Items); (E) no member of the Group has entered into, recharges by and will not enter into, any agreement or arrangement with any member between members of the Retained Group and has not amended and will not amend an agreement with any member members of the Retained Group have been made other than any payment made pursuant to a trading contract entered into in such a way as to increase the cost to that member ordinary course and on arm’s length terms (including, for this purpose, payment of the Group;any Ordinary Trading Items); and (F) no member of the Group has incurred or paid, nor will they incur or pay any amount to any person whether as fees, bonus or otherwise in connection with any sale and purchase of the Shares; (G) none of the matters referred to in clauses (A) to (F) has taken place where the person directly benefiting is not a member of the Retained Group but as a consequence of a direct or indirect agreement or arrangement between such person and any member of the Retained Group obtains a benefit; (H) no group company has made or entered into any agreement or arrangement to give effect to any of the matters referred to in sub-clauses (A6.1(A) to (GE) above, (together, . Table of Contents 6.2 To the “No Leakage Undertakings”). 7.2 For extent that any of the purposes of events set out in sub-clause 7.1, the “Retained Group” includes any nominee, agent or director of any member of the Retained Group and any person “connected” to a director of any member of the Retained Group within the meaning of section 252 of the ▇▇▇▇ ▇▇▇. 7.3 If there is a breach of any of the No Leakage Undertakings6.1 have occurred, the Seller covenants to pay to the Purchaser on demand an after-Tax basis an amount equal to all Losses such payments, dividends, distributions, other returns of capital, the Purchaser and/or value of any member asset transferred, liability assumed or incurred (or in respect of which an indemnity has been given) or loss or liability incurred or sum or obligation waived, or which will be paid, returned, transferred, assumed, waived or incurred pursuant to an agreement or arrangement to do any of the Group incurred foregoing. 6.3 In this clause 6, references to the “Group” are to be interpreted as a result references to the Company, to each Existing Subsidiary and not (for the avoidance of a breach doubt) to the EXL Pune SPV, the Chennai SPV or NTrance Customer Services Private Limited. 6.4 Any payment made by the Seller pursuant to this clause 6 shall (so far as possible) be treated as an adjustment to the consideration for the Shares to the extent of the No Leakage Undertakings and all payments or distributions made or assets transferred or surrendered or liabilities assumed, indemnified or incurred or sums or obligations waived by any member of the Group in breach of the No Leakage Undertakings. Notwithstanding any other provisions of this Agreement, the provisions of this sub-clause 7.3 shall not be subject to any limitations on the Seller’s liability contained in this Agreement (including, clause 10 (Purchaser’s remedies and Seller’s limitations on liability) and Schedule 3) (Limitations on Seller’s liability)payment.

Locked Box. 7.1 The Seller undertakes that from and including 25 September 2009 and until Completion, other than Permitted Leakage6.1 Each of: (Ai) no member ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, in respect of the Group has declaredYMCP Sellers and the transferors of the YMCP Additional Shares; and (ii) Amber Harvest, authorisedin respect of the YMCS Sellers and the transferors of the YMCS Additional Shares, paid undertake to the Buyer that, in the period between the Locked Box Date up to (and including) Completion, the only payments received by any such Seller or made (whether actual transferor or deemed) to any of their respective associates from any member of the Retained YMC Group any dividendhave been Permitted Payments, distribution and in particular during that period (except for such Permitted Payments) there has been no Leakage within the meaning set out below: (a) no management charge, fee or other return of capital payment has been levied (whether by reduction of capital or purchase of sharespaid) or will do any of those things; (B) no member of the Group has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability (including, without limitation, any indebtedness, expenses or costs) for the benefit of, any member of the Retained Group or will do any of those things; (C) no member of the Group has waived or released in favour of member of the Retained Group, nor has any member of the Retained Group failed to pay when due, any sum or obligation due by any such member of the Retained Group to any member of the Group person or will do any of those things; (D) no payment, management charge or fee of any nature has been or will be levied by, or for the benefit of, any member of the Retained Group his associates against any member of the YMC Group and there has been no payment of any nature including, without limitation, any payment of any management, service or similar fee other fees or compensation or loan by a member of the Group to, or for the benefit of, from any member of the Retained GroupYMC Group to any such person or any of his associates; (Eb) no member of the Group bonus has entered into, and will not enter into, any agreement been declared or arrangement with awarded (unpaid or paid) by any member of the Retained YMC Group and has not amended and will not amend an agreement with to any such person or any of his associates or (where applicable) any of their respective employees; (c) no assets, rights or other benefits of the YMC Group have been transferred or surrendered to any such person or any of his associates, nor have any liabilities of any such person or any of his associates been assumed, indemnified or incurred by any member of the Retained YMC Group in for the benefit of any such a way as to increase the cost to that member person or any of the Grouphis associates; (Fd) no member Security Interest has been created over any of the Group has incurred or paid, nor will they incur or pay any amount to any person whether as fees, bonus or otherwise in connection with any sale and purchase assets of the SharesYMC Group in favour of any such person or any of his associates; (Ge) none no liabilities or obligations of the matters referred to in clauses (A) to (F) has taken place where the person directly benefiting is not a member of the Retained Group but as a consequence of a direct or indirect agreement or arrangement between any such person and or any of his associates in favour of any member of the Retained YMC Group obtains a benefithave been waived (wholly or partially); (Hf) no group company dividend, distribution of profits or assets or return of capital has been paid or declared or made by any member of the YMC Group to or in favour of any such person or any of his associates; (g) no payments have been made by any member of the YMC Group in respect of the redemption, repurchase or repayment of any securities in favour of any such person or any of his associates; (h) no transaction fees, costs or expenses of any such person or any of their associates have been paid, assumed or incurred by any member of the YMC Group which are not specified as Permitted Payments or which are not otherwise being settled by any such person directly; (i) no Tax has been paid and no obligation to pay any Tax has been incurred as a result of any of the foregoing by any member of the YMC Group in respect of any such person; and (j) no such person nor any of their associates has made or entered into any agreement or arrangement to give effect relating to any of the matters referred to in sub-clauses this clause 6.1. 6.2 Each Seller undertakes to the Buyer, that if there is a claim made by the Buyer arising as a consequence of any breach of the undertaking contained in clause 6.1 (A) to (G) above, (togetherbeing a "Locked Box Claim"), the “No relevant Seller shall, subject to and in accordance with paragraph 3 of Schedule 5, pay or procure payment in cash to the Buyer within 10 Business Days of demand a sum equal to the relevant proportion of the value or amount of such Leakage Undertakings”). 7.2 For together with all costs, losses, liabilities or expenses (including Taxation) suffered or incurred by the purposes of sub-clause 7.1, the “Retained Group” includes any nominee, agent Buyer or director of any member of the Retained YMC Group and any person “connected” to a director in respect of any member or arising out of or in connection with such breach. 6.3 The liability of each of the Retained Group within Sellers pursuant to clause 6.2 shall terminate on the meaning date falling 2 years after Completion, unless prior to that date the Buyer has notified the Sellers' Representative in writing of section 252 of the ▇▇▇▇ ▇▇▇a Locked Box Claim. 7.3 If there is 6.4 Nothing in this clause 6 shall have the effect of limiting, restricting or excluding the liability of a breach Seller in respect of any of the No Leakage Undertakings, the Seller covenants to pay to the Purchaser on demand an amount equal to all Losses the Purchaser and/or any member of the Group incurred a claim arising as a result of a breach of the No Leakage Undertakings and all payments or distributions made or assets transferred or surrendered or liabilities assumed, indemnified or incurred or sums or obligations waived by any member of the Group in breach of the No Leakage Undertakings. Notwithstanding any other provisions of this Agreement, the provisions of this sub-clause 7.3 shall not be subject to any limitations on the Seller’s liability contained in this Agreement (including, clause 10 (Purchaser’s remedies and Seller’s limitations on liability) and Schedule 3) (Limitations on Seller’s liability)his own fraud.