Leakage Statement definition

Leakage Statement has the meaning ascribed thereto in Clause 5.2;

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Leakage Statement means the statement from the Sellers' Delegate to the Purchaser substantially in the form included in Part 3 of Schedule 5 (Leakage);

Leakage Statement shall have the meaning set forth in Section 2.03(c).

Examples of Leakage Statement in a sentence

After the delivery of the Post-Closing Leakage Statement and until the determination of the Final Leakage, Buyer Parent shall provide, or cause to be provided, all supporting documentation reasonably requested by Seller or its Representatives, and make the relevant personnel and Representatives and relevant financial and other records of the Acquired Companies reasonably available in connection with Seller’s review of the Post-Closing Leakage Statement.
The aggregate consideration to be paid by the Purchaser for the sale and transfer of the Sale Shares shall be the amount equal to the sum of the following (the “Purchase Price”): USD 110,000,000 multiplied by (i) the Sale Ratio, minus (ii) the Company Transaction Expenses, minus (iii) an amount equal to any Leakage (other than Permitted Leakage) as set forth in the Leakage Statement.
If a Leakage Dispute Notice is not delivered to Purchaser within fifteen (15) Business Days following the date on which Purchaser delivers to Seller an Additional Leakage Statement, the Additional Leakage Statement shall be final, binding and non-appealable by the parties.
If a Leakage Dispute Notice is not delivered to Buyer within twenty (20) days following the date on which Buyer delivers to Seller an Additional Leakage Statement, the Additional Leakage Statement shall be final, binding and non-appealable by the Parties.
Except for those Items of Disagreement set forth in a Dispute Notice delivered during the Objection Period, Seller shall be deemed to have agreed with all other items and amounts set forth in the Post-Closing Leakage Statement which items and amounts shall be conclusive and binding upon all of the Parties.
The Sellers warrant to the Purchaser that as from the Effective Date up to and including the date of this Agreement no Leakage has occurred (other than as set out in the Leakage Statement) and the Sellers covenant and undertake to the Purchaser that during the period as from the date of this Agreement until the Completion Date no Leakage shall occur, except for Permitted Leakage.
In connection with the preparation of the Leakage Statement, the Company shall provide, and shall cause the other Target Companies to provide, to Parent and its Representatives reasonable access to all books and records of the Target Companies to the extent relating to any amounts of Leakage.
If Buyer Parent fails to deliver the Post-Closing Leakage Statement within the time period contemplated by this Section 2.06(a), then the Estimated Leakage Statement shall be considered for all purposes of this Agreement the Post-Closing Leakage Statement with respect to which Seller shall have all of the rights afforded to it under this Section 2.06, including the right to dispute the calculations set forth therein in accordance with the provisions of Section 2.06(b).
For any Major Seller whose Pre-Closing Leakage Statement as per the foregoing would not include any estimated Leakage, such Seller’s Pre-Closing Leakage Statement shall so state and shall be duly executed by each such Major Seller.

More Definitions of Leakage Statement

Leakage Statement means the statement from the Seller to the Purchaser which sets forth the amount and nature of the Leakage; Leakage Tax Benefit means in respect of each Leakage item: (i) such portion of any Leakage that is deductible in calculating the profits of the Company for Tax purposes (as reasonably determined by the Seller), multiplied by the standard rate applicable in the relevant jurisdiction; or (ii) the amount of Tax that is recoverable or offset-able by the Company in connection with any Leakage; LOI has the meaning given in recital (B); NCPE has the meaning given in Article 2.10; Notary Means ▇▇▇▇▇ Day, or its deputy; Notary Letter has the meaning given in Article 3.1(b); Party has the meaning given in the introduction of this Agreement;

Leakage Statement means an overview of any Leakage prepared by the Existing Shareholder in the form set out in schedule 1.32.

Leakage Statement has the meaning as set out in Schedule 4 (Leakage); liabilities means all liabilities, duties and obligations of every description, whether deriving from contract, common law, Law or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whether owed or incurred severally or jointly or as principal or surety, and liability means any one of them or the relevant one of them, as the context requires; Losses means any and all damages losses, liabilities, costs (including reasonable legal costs and reasonable experts’ and consultants’ fees), charges, expenses, claims and demands assessed in accordance with section 6:96 et seq. DCC, but excluding any losses assessed according to the standards set by section 6:96 et seq. DCC to be too remote or insufficiently causally linked to the relevant breach; Management Team means Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Jan van der Velden, Johan Roijmans and Sjors Beerendonk; Material Adverse Effect means an effect that is materially adverse to the business, financial condition, assets, properties or results of operations of each of the Group Companies, in each case taken as a whole, provided that in no event shall any of the following be taken into account (alone or in combination with any other event identified in this provision) in determining whether there has been such a Material Adverse Effect:

Leakage Statement is defined in clause 5.5(ii).

Leakage Statement has the meaning set out in Clause 9.2(f);

Leakage Statement means the statement from the Seller to the Purchaser which sets forth the amount and nature of the Leakage;