Reverse Leakage definition
Reverse Leakage means the aggregate liabilities incurred or amounts paid by PKI or its Affiliates (other than an Acquired Company) during the Locked Box Period on behalf of the Business or an Acquired Company that (A) do not constitute Permitted Leakage solely because such amounts were incurred or paid by the Retained Business or by PKI or its Affiliates (other than an Acquired Company) (and were not incurred, paid or reimbursed by the Business or an Acquired Company) and (B) if incurred or paid by the Business or the Acquired Companies would have constituted Permitted Leakage; provided that, “Reserve Leakage” shall include any amount paid by PKI or its Affiliates (other than an Acquired Company) for working capital purposes during the Locked Box Period to the Acquired Companies that if such amount was paid before the Calculation Time would have constituted Closing Cash.
Reverse Leakage means an amount equal (on a $ for $ basis) to the cash or cash equivalent value of any benefit received by the Company (such cash or cash equivalent value to be calculated gross of any Tax assessed on or in respect of the receipt or payment of such benefit) from any member of the Seller’s Group or any Relevant Connected Person with the prior written consent of the Buyer (which the Buyer shall not unreasonably withhold or delay and, in the case of emergency funding, the Buyer will respond within 24 hours) between the Locked Box Date and the Completion Date where necessary as emergency funding or to satisfy the Company’s short term liquidity requirements to ensure the proper functioning of the Business (otherwise than pursuant to or in connection with the Affiliate Contracts);
Reverse Leakage means the loan or other cash contribution made by any Seller Group Company to a Group Company, from (but excluding) the Locked-Box Date until (and including) the Completion Date;
Examples of Reverse Leakage in a sentence
The Share Consideration shall be fixed and not subject to any adjustments (other than in respect of the Cumulative Daily Amount pursuant to Clause 3.1(b), the Reverse Leakage Amount pursuant to Clause 3.1(c), the Deductible Leakage Amount (if any) pursuant to Clause 3.1(d), and as provided in Clause 3.3 and the Net Shareholder Repayment Amount pursuant to Clause 3.1(e)).