Permitted Leakage Clause Samples
The Permitted Leakage clause defines specific types or amounts of payments, distributions, or value transfers that are allowed to occur from a target company to its sellers or related parties prior to the completion of a transaction, without breaching the agreement. In practice, this clause typically lists acceptable items such as agreed dividends, management fees, or certain expenses that can be paid out before closing, distinguishing them from unauthorized 'leakage' that would reduce the company's value. Its core function is to provide clarity and certainty for both buyer and seller by explicitly stating which pre-closing payments are acceptable, thereby preventing disputes and ensuring the purchase price reflects only agreed deductions.
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Permitted Leakage. 1. Any payments or fees, or accruals in respect of any payments or fees to be made by any of the Target Group Companies pursuant to existing agreements; provided that (a) any such payments, charges, fees or accruals are (i) made or arise in the ordinary course of business and consistent with past practice and (ii) reasonably necessary for the operation of the business of the Target Group and (b) any such agreements were entered into on arms’ length terms.
2. Any payments or accruals in respect of payments to be made of salaries, remuneration, expenses and directors’ fees, awards and allocations of, and accruals of entitlements to, bonuses and other discretionary amounts provided that any such payments, awards or allocations, or accruals in respect of such payments, awards and allocations are made or arise in the ordinary course of business consistent with past practice.
3. Any other payments, accruals, assumptions, indemnifications or the incurrence of any other liabilities by any of the Target Group Companies to which LTC has given its consent in writing.
4. Any tax payable by any of the Target Group Companies as a consequence of any of the matters referred to in paragraphs 1 to 3 of Part 2 of this Schedule A.
Permitted Leakage. The following payments (without duplication) made or to be made by or on behalf of any Group Company:
Permitted Leakage. For purposes of this Agreement, “Permitted Leakage” means:
Permitted Leakage. The Parties acknowledge and agree that as promptly as practicable after the date hereof and in any event prior to the Closing, Seller and Nissin shall cause VNBZ to pay as a dividend to Seller and Nissin, as shareholders of VNBZ, an amount equal to Ten Million Dollars ($10,000,000) in the aggregate, in accordance with their shareholding percentage of VNBZ prior to the Closing.
Permitted Leakage. The Parties acknowledge and agree that the Group shall be entitled to make or have made the Dividend Payment in the Interim Period, of which an amount of EUR 32,300,000 shall qualify as permitted leakage (the "Permitted Leakage").
Permitted Leakage. Exhibit 11.1.1(c) Transferred or Terminated Employees Exhibit 12.1.5(d)(iii) Confirmation of Data Room provider EU-DOCS\20369585 THIS AGREEMENT is made
(1) Riverside KM Beteiligung GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hanover under registration number HRB 208686, and having its registered office in ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, - the “Seller”-
(2) ZTI Merger Subsidiary III Inc., a corporation with limited liability, organized under the laws of Delaware, registered under registration number 3056631 and having its business address in ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its registered office in ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ of Kent, Delaware, USA, - the “Purchaser”- (the Seller and the Purchaser collectively referred to as the “Parties”, and each of them as a “Party”).
Permitted Leakage. The following matters (being “Permitted Leakage”) shall not constitute Leakage:
(a) any payments made (or to be made) by any Target Group Company to any Seller Related Party details of which are expressly listed under subclause (a) of Schedule 3 of the Disclosure Letter;
(b) any payments made (or to be made) by any Target Group Company which have been specifically accrued, or to the extent that provision, reserve or allowance has been made for it, in the Locked Box Accounts;
(c) any payments in respect of salaries, directors’ fees, pension contributions, performance or other bonuses or other re-imbursements, benefits, fees or expenses made to, or in respect of, services provided by Seller Parent or any Seller Related Party which are made (or to be made) by any Target Group Company in the ordinary course of business and in accordance with the terms of the related employment or service contract or arrangements provided such are listed under subclause (c) of Schedule 3 of the Disclosure Letter;
(d) all matters set out in the account transactions reports relating to each Target Group Company as expressly listed under subclause (d) of Schedule 3 of the Disclosure Letter;
(e) any provision of service to Seller Parent or an Affiliate of Seller Parent in respect of time spent and services provided by employees of a Target Group Company, in each case in connection with the Transaction;
(f) any payment made (or to be made) in connection with trading in respect of goods or services provided in the ordinary course of business on arms’ length terms, including (i) the Target Company’s payments in the ordinary course of business to Seller Parent or one of its Affiliates for advertising services paid by Seller Parent or an Affiliate of Seller Parent on the Target Company’s behalf, or (ii) payments in the ordinary course of business received by Seller Parent or one of its Affiliates on behalf of the Target Company pursuant to search revenue arrangements, or otherwise to the extent expressly listed under subclause (f) of Schedule 3 of the Disclosure Letter;
(g) any payment made (or to be made) of agreed transaction bonuses to any employee of any Target Group Company to the extent expressly listed under subclause (g) of Schedule 3 of the Disclosure Letter;
(h) directors’ and officers’ insurance costs consistent with the directors’ and officers’ insurance costs of the Target Group in the 12 months prior to the Locked Box Date to the extent expressly listed under subclause (h)...
Permitted Leakage. The Parties acknowledge and agree that the Group shall be entitled to make or have made the following payments or commitments (the “Permitted Leakage”), which have been factored into the Equity Value and have no further effect on the Equity Value or the Purchase Price:
(a) any payment or transfer of shares or assets made, or any commitment to make the same, under the Reorganisation, unless exceeding the cash and non-cash amounts set forth in Schedule 6 (Reorganisation);
(b) any payment to VION Financial Services B.V. due by a Group Company as settlement of liabilities arising from an unwound position under the FX Agreement;
(c) any action in accordance with the Debt Settlement Plan;
(d) any action in accordance with accordance with Clause 6.9.2;
(e) any payment under an Intercompany Loan that is compliant with its terms, to the extent taken into account in accordance with Clause 6.9.2;
(f) any payment in accordance with Clause 6.3.1 subclause (a);
(g) any payment by a Group Company for the supply of raw material by a member of the Seller’s Group (excluding the Group Companies) under the Supply Agreements;
(h) any payment by a Group Company to the Seller’s Group (excluding the Group Companies) in consideration for the provision of an Intra-Group Service set out in Schedule 19 (Overview Intra-Group Services);
(i) any payment made pursuant to paragraph 1.3 or 1.4 of Schedule 10 (Terminated Profit Pooling Agreements); and
(j) any payment under the VION Ingredients Incentive and Success Fee Plan as Disclosed in the Disclosed Information up to a maximum aggregate amount of EUR 7,000,000 (seven million euros).
Permitted Leakage. All payments of remuneration, benefit in kind, directors’ fees and expenses and monitoring fees made to or for the benefit of the Seller or any of the Seller’s Related Parties as employees or directors of any Group Member provided that such payments are in the ordinary and usual course of business, consistent with past practices.
Permitted Leakage. (Clause 8)