Notified Leakage definition

Notified Leakage has the meaning given to it in clause 4.1(A);

Notified Leakage shall have the meaning set out in Section 4.2(b).

Notified Leakage means all Leakage notified on or prior to the date that is 5 Business Days prior to Closing pursuant to Clause 6.9.2.

Examples of Notified Leakage in a sentence

• Subject to Completion, the Seller warrants to the Purchaser that there has been no Leakage between the Locked Box Date and the date of this Agreement and undertakes to the Purchaser that there will be no Leakage between the date of this Agreement and the Completion Date (in each case other than the Notified Leakage Amount), provided that the Seller shall have no liability to the Purchaser under this Clause 8 if Completion does not occur.

• The amount payable to an individual Seller shall be reduced by an amount equal to any Notified Leakage that such Seller or any of its Affiliates is responsible for pursuant to Section 3.2(a)(i) as well as such Seller’s pro rata share of the transaction costs as further described below and, in relation to those Sellers who hold Shares deriving from the Exercised Warrants, its portion of the Exercise Price as set out in Schedule 3.1(c) (the “Purchase Price Allocation”).

• The amount payable to a certain Seller shall be reduced by an amount equal to any Notified Leakage that Seller or any of its Affiliates is responsible for pursuant to Section 4.2(a) and any pro rata share of transaction costs pursuant to Section 4.3(c) below (the “Purchase Price Allocation”).

• The Seller to whom the Notified Leakage Amount has been paid or who otherwise has benefited or will benefit from the notified Leakage (except for Leakages for which all Sellers have benefited, in which case this shall be an obligation of all Sellers) shall reimburse the other Sellers on a Euro-for-Euro or USD-for-USD basis, as the case may be.

• To the extent that any Leakage is included in the Notified Leakage Amount, the Seller’s liability under Clauses 8.1 and 8.2 in relation to such Leakage shall be fully and finally discharged.

• The Parties acknowledge and agree that any Notified Leakage Amount shall be taken into account for the purposes of determining the Total Purchase Price in accordance with Section 1.4.1 and, accordingly, shall not be recoverable again after Closing as Leakage pursuant to this Section 1.5.

• The Sellers hereby inform the Purchaser and the Substitute Purchaser that the Sellers’ good faith estimate of the Notified Leakage Amount, after due inquiry with the directors of the Company, is EUR zero (0).

• In short, identifying the antecedents of brand passion from the perspectives of consumers, brands, and products may help to elucidate the emotional connection among fans, brands, and products.

• Freeport shall not permit any Leakage (other than Leakage which is or will become Notified Leakage) from the date hereof until the Closing Date.

• In the absence of such notification, there shall be deemed to be no Notified Leakage.

More Definitions of Notified Leakage

Notified Leakage has the meaning given in clause 4.3(a)(2). Ongoing Registrations the registered Encumbrances in respect of each Target Entity set out in Data Room Document 01.08.01.02. Open Source Software computer software that is generally available to the public in source code form under: 1 licences substantially similar to those approved by the Open Source Initiative and listed at xxxx://xxx.xxxxxxxxxx.xxx/licenses; or 2 any other licence that purports to: a. require, or condition the use, licensing or distribution of such software on, the disclosure, licensing or distribution of any source code; or b. permit any licensee of such software to modify any source code relating to the software. Permitted Encumbrance 1 each Ongoing Registration; 2 every lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of business; 3 any Encumbrance in relation to personal property (as defined in the PPSA and to which that Act applies) that is created or provided for by: • a transfer of an Account or Chattel Paper; • a PPS Lease; or • a Commercial Consignment, that is not a security interest within the meaning of section 12(1) of the PPSA; 4 the interest of the lessor or owner in respect of assets subject to a finance or capital lease, a hire-purchase agreement or a conditional sale agreement, in each case entered into in the ordinary course of business; and 5 any other Encumbrance which the Buyer and the Seller agrees in writing will be a ‘Permitted Encumbrance’. In this definition, Account, Chattel Paper, PPS Lease and Commercial Consignment have the meanings given in the PPSA. Permitted Leakage 1 anything that is permitted or required to be done by or under: – clause 4.5 (Landlord consents);

Notified Leakage has the meaning set out in Section 12.2.

Notified Leakage has the meaning given in Clause 6.5.3; “Novated LPI Swaps” means each of the limited-price index swap transactions listed below: No. Transaction Reference Transaction Description Counterparty 1 [***] Trade date: 22 August 2011 Effective date: 14 August 2011 Termination date: 14 August 2048 Notional amount: £100,000,000 [***] 2 [***] Trade date: 22 August 2011 Effective date: 10 August 2011 Termination date: 10 August 2048 Notional amount: £100,000,000 [***] “NSI Act” means the National Security and Investment Xxx 0000; “NSI Condition” has the meaning given in Clause 4.1.3; “Ofgem” means the Office of Gas and Electricity Markets; “Ordinary Shares” means the ordinary shares of £1.00 each to be issued in the capital of XxxX TopCo; “Owned Patents” means the patents and patent applications listed in Part 2 of Schedule 11; “parties” means the parties to this Agreement from time to time, and “party” means any one of them; “Payment Schedule” has the meaning given in Clause 6.5.3; “Peartree Guarantee” means the guarantee given by NGPH to [***]; “Permitted Leakage” means any matter set out in Schedule 5 to the extent undertaken by any member of the XxxX Group during the Locked Box Period; “Post-Closing Steps” means actions to be taken in connection with the XxxX Group following Closing in accordance with Steps 8 to 9 of the Steps Plan; “Pre-Closing Steps” means the actions to be taken prior to the Closing Date in accordance with Schedule 2 and Step A:8 of the Steps Plan; “Properties” means those properties owned or leased by an Existing XxxX Subsidiary as at the date of (i) this Agreement; and (ii) Closing, and “Property” shall mean any one of them;

Notified Leakage means the amount of any dividend in respect of the calendar year ending 31 December 2021 which is paid to the Seller prior to the date which is 5 Business Days prior to Completion;

Notified Leakage. Has the meaning set forth in clause 12.3.

Notified Leakage means the amount of any dividend in respect of the calendar year ending 31 December 2021 which is paid to the Seller prior to the date which is 5 Business Days prior to Completion; "NSI Xxxx" means the National Security and Investment Xxxx 2020; "Ofgem" means the Office of Gas and Electricity Markets; "Options Spreadsheet" means the "WPD option to tax" document contained in the Data Room (document 16.8.9); "PAYE" means pay as you earn, the system requiring employers to deduct income tax from employees' salary (or an equivalent withholding system in any overseas jurisdiction); "Pension Funding Obligations" means the obligations of the Group Companies in respect of: (a) the EA Technology Group of the Electricity Supply Pension Scheme; and (b) Electricity Pensions Limited; "Pension Schemes" means: (a) the 2010 Section of the Western Power Pension Scheme; and (b) the Defined Benefit Pension Schemes; "Permitted Leakage Payment" means any of the payments or other matters set out in schedule 4; "Personal Data" has the meaning given in DP Legislation;