Common use of No Leakage Clause in Contracts

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relevant breaches notified, the Seller shall remain liable until any relevant Claims have been satisfied, settled or withdrawn.

Appears in 2 contracts

Sources: Sale and Purchase Agreement (Puxin LTD), Acquisition Agreement (Puxin LTD)