No Leakage Clause Samples
The No Leakage clause is designed to prevent the unauthorized or improper transfer of value, assets, or benefits from a company or entity, typically during a transaction or while under certain contractual restrictions. In practice, this clause restricts actions such as paying dividends, making loans, or transferring assets to related parties without prior consent or outside the agreed terms. Its core function is to protect the value of the entity for the benefit of the buyer or other stakeholders, ensuring that the financial position remains stable and that no hidden value is lost before the completion of a deal.
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No Leakage. (a) Each of the Warrantors undertakes that it will cause the Group Companies not to incur any Leakage during the period from the Balance Sheet Date to the Closing Date, unless with the prior written consent of the Purchaser.
(b) Subject to the Closing having taken place, if the Seller or any of its Affiliates (other than any Group Company) has received (or is entitled to receive as a result of a binding agreement or binding commitment by any Group Company) a Leakage Amount in respect of any Group Company occurring between the Balance Sheet Date and the Closing Date, the Seller shall be liable to pay to the Purchaser the aggregate sum equal to the Leakage Amount, which amount shall be paid following final determination thereof in accordance with this Section 6.13 and first out of the Indemnity Withheld Amount, to the extent any such amount remains.
(c) If the Purchaser wishes to make a claim for any Leakage under this Section 6.13, it must send a written notice (a “Leakage Notice”) to the Seller. A Leakage Notice shall not be valid unless it specifies in reasonable detail the factual basis of the alleged Leakage and evidence on which the Purchaser relies and sets out the Purchaser’s estimate of the amount of the Leakage Amount (including its calculation of the relevant Leakage Amount). The Seller shall not have any liability under this Section 6.13 unless a Leakage Notice has been sent to the Seller in writing on or before the expiry of 24 months after the Closing.
(d) Unless within twenty (20) Business Days after the date on which the Seller receives the Leakage Notice the Seller notifies the Purchaser in writing that it does not accept the Leakage Notice, the Seller shall be deemed to have accepted such Leakage Notice.
(e) If, within the period of twenty (20) Business Days referred to in Section 6.13(d), the Seller has sent the Purchaser a written notice stating the grounds on which it does not accept the Leakage Notice, the Parties shall negotiate in good faith with a view to reaching an agreement on the matter.
(f) In the event that the Seller and the Purchaser are unable to reach an agreement as aforesaid within twenty (20) Business Days of the Seller giving the notice referred to in Section 6.13(e), the matter shall be submitted for determination by an Expert. For the purposes of this Agreement, an “Expert” means one of the Big Four or any other accounting firm mutually agreed upon by the Purchaser and the Seller, or any other accounting firm selected...
No Leakage. 2.4.1 Between the Last Accounting Date and the date of this Agreement:
(a) no dividend or other distribution of profits or assets has been declared, paid or made by any Group Company or would be treated as having been paid or made by any Group Company to or for the benefit of any Seller or any Seller Affiliate;
(b) no payment has been made by or on behalf of a Group Company to or for the benefit of any Seller or any Seller Affiliate;
(c) no share or loan capital or other securities of any Group Company has been redeemed, repurchased or repaid or results in a payment to or an agreement or obligation to make a payment to any Seller or any Seller Affiliate;
(d) no amount, liability or obligation owed to any Group Company by any Seller or any Seller Affiliate has been waived or forgiven or discounted;
(e) no asset, right or other benefits has been transferred by any Group Company to any Seller or any Seller Affiliate;
(f) no liabilities have been assumed or incurred (or any indemnity given in respect thereof) by any Group Company for the benefit of any Seller or any Seller Affiliate;
(g) no Encumbrance has been created over any of the assets of any Group Company in favour of or for the benefit of any Seller or any Seller Affiliate;
(h) no management, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been paid by or on behalf of any Group Company to or for the benefit of any Seller or any Seller Affiliate, except that the payment of such fees or bonuses is consistent with past practice;
(i) no costs or expenses of any Seller or any Seller Affiliate relating to the transactions contemplated by the Transaction Documents (to any person), or to the other transactions contemplated by this Agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Sale Shares (to any person)), have been paid or incurred, by or on behalf of any Group Company to or on behalf of any Seller or any Seller Affiliate;
(j) no Group Company has amended the terms of its borrowing or indebtedness in the nature of borrowing owed by it to any Seller or any Seller Affiliate or for the benefit of any Seller or any Seller Affiliate;
(k) no payment of exit bonus has been made to any Seller, any Seller Affiliate or any director, employee, representative or consultant of any Group Company, any Seller or any Seller Affiliate as a result of Completion, ...
No Leakage. VE agrees that:
(i) during the period from the Locked Box Date to (and including) the date hereof, there has not been any Leakage; and
(ii) during the period from the date hereof to (and including) the Closing, VE shall not permit, and shall cause its Subsidiaries to not permit, any Leakage, provided, that, in each case, VE shall have no Liability to VI under this Section 2.7(a) if the Closing does not occur.
No Leakage. Except as set forth on Section 3.22 of the Disclosure Letter, since the Locked-Box Date:
(a) no dividend, return of capital or other distribution of profits, cash or assets has been paid, made or declared by the Company (including pursuant to the Retained Cash Distribution) or the Contributor (including pursuant to the Merger) to any Company Affiliated Person, in each case, in excess of the Estimated Retained Cash;
(b) no payments have been made by or on behalf of the Company with respect to Company Transaction Expenses;
(c) no payments (whether by gift or otherwise) or obligations to make payments (including costs and expenses of any Company Affiliated Person) have been paid, made, incurred or accrued by or on behalf of the Company to or for the benefit of any Company Affiliated Person;
(d) no share capital or other interest, equity or securities of the Company has been redeemed, repurchased or repaid for value;
(e) no amounts, obligations or Liabilities owed or due to the Company by a Company Affiliated Person have been waived, released or forgiven;
(f) no sale of any asset of the Company to, or the purchase of any asset by the Company from, a Company Affiliated Person has occurred;
(g) no payment has been made under any guarantee, indemnity or security provided by the Company in respect of the obligations or liabilities of any Company Affiliated Person;
(h) no payment has been made of any fees, costs or Tax incurred by the Company as a result of those matters set out in paragraphs (a) to (g) above; and
(i) the Company has not agreed to take any of the actions set forth in Section 3.22(a) through (h). Each of any such events in Section 3.22(a) through (i), taken from and after the Locked-Box Date through the Closing Date, and the amounts involved or attributable thereto, without duplication, being “Company Leakage”; provided, however, that, in no event will “Company Leakage” mean or include Permitted Company Leakage.
No Leakage. After the Effective Date no payments to Seller or any Seller’s Affiliate have been made by the Company, in particular no payments for principal (except for a set-off in the amount of EUR 2,700,000.00 in connection with the IP license agreement according to Section 5.1) or interest under the Intercompany Financing Agreement, excluding (for the avoidance of doubt) payments in the ordinary course of business and consistent with past practice.
No Leakage. 5.1 The Seller undertakes to the Purchaser that if:
(a) there has been any Leakage since 30 April 2017; or
(b) any arrangement or agreement has been made or is made that has resulted in any Leakage since 30 April 2017, then the Seller shall, subject to clause 5.2, following Closing, pay or procure payment in cash to the Purchaser on demand of a sum equal to the amount of such Leakage received by or on behalf of, or for the benefit of, the Seller or any member of the Seller’s Group.
5.2 The liability of the Seller pursuant to this clause 5 shall terminate on the date falling six months after Closing unless before that date the Purchaser has notified the Seller in writing of a breach of the undertakings set out in clause 5.1, setting out the amount of such Leakage together with reasonable evidence thereof, in which case, in relation to any relevant breaches notified, the Seller shall remain liable until any relevant Claims have been satisfied, settled or withdrawn.
No Leakage. Except as expressly permitted by the last section of Clause 13.1.1 or as set out in Schedule 8.22, during the period between the Effective Date and the Closing Date, there has not been nor will there be any Leakage (as defined in Clause 13.2) that has not been remedied prior to or on the Closing Date.
No Leakage. (a) Since the Effective Date through the Signing Date, no Leakage, other than Permitted Pre-Signing Leakage has occurred with respect to a Group Company. For purposes of this Agreement Leakage means
No Leakage. GMSL shall indemnify and hold harmless Fugro, in accordance with Clauses 4.4 and 7 (Settlement of Claims), from any and all Losses that Fugro suffers or incurs as a result of or in connection with any Leakage that occurred in the period as from the Accounts Date up to and including the Completion Date.
No Leakage. Since September 30, 2014 and through the date of this Agreement, there has not been any Leakage at any time, other than Permitted Leakage. Neither the entry into of this Agreement nor the consummation of the Transactions will directly result in any Leakage, other than Permitted Leakage.