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.
Permitted Leakage. For purposes of this Agreement, “Permitted Leakage” means:
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: (i) Leakage to the extent that it is expressly authorized or required to be done by or under this Agreement or the other Transaction Documents; (ii) any payment by VE or any of its Subsidiaries to any VE Member or any Related Person, including the payment of rebates, payments under the VE Member incentive program (including the Business Partnership Agreements), Value In-Kind Payments and similar payments or waivers of any amounts owed to VE; provided, in each case, that any such payments or waivers are made in the ordinary course of business consistent with past practice (including past practice with respect to the formulas pursuant to which the amounts of any such payments are calculated); (iii) payments pursuant to any Business Partnership Agreement in accordance with Section 6.14; - 23 - (iv) any payment, incurrence or accrual of any fees, costs or expenses relating to the provision of consultancy services provided in the ordinary course of business to any VE Member or any Related Person on a non-remunerated basis, consistent with past practice, which do not in the aggregate exceed €20,000,000 (exclusive of VAT); (v) any payments or contributions to any national or other market development funds consistent with past practice, which do not in the aggregate exceed €12,000,000 (exclusive of VAT); (vi) any payment to the extent made in respect of an accrued expense or provision that has been recorded in the Locked Box Accounts; (vii) any payment, incurrence or accrual of any amount in respect of VAT which is recoverable as input tax by VE or any of its Subsidiaries; (viii) any payment made or agreed to be made or Liability incurred in respect of (A) any matter undertaken at the written request of VI or (B) with the written approval of VI as “Permitted Leakage” (which approval shall be granted or withheld in VI’s sole discretion); (ix) payments in respect of compensation for employment services rendered, employment-related benefits and expense reimbursement to a Related Person of VE, in each case to the extent made in the ordinary course of business consistent with past practice; (x) the waiver or agreement by VE to waive any applicable Initial Service Fee (as defined in the VE Membership Regulations) payable as a result of the conversion of any existing Group Member (as defined in the VE Membership Regulations) to a Principal Member (as defined in the VE Membership Regulations) and any related conve...
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. 1.1 Payment of transaction costs, transaction or retention or change of control bonuses or payments to employees in connection with the sale of the Shares to the extent that such transaction costs or payments are accrued for and reflected in the calculation of Third Party Indebtedness, Transaction Expenses or Working Capital as liabilities of the Seller;
Permitted Leakage. 1. Any payments of principal and interest to either Nevhiz Pak or S1hhat (as applicable), in their capacity as lenders under the Shareholder Loans (as applicable), solely to the extent payable in the period from (and excluding) the Locked Box Date up to and including Completion, and in each case in accordance with the terms (in existence as at the date hereof) of the Shareholder Loans.
Permitted Leakage. (i) all payments of salary, emoluments and bonuses pursuant to the terms of the service contracts between the relevant member of the Target Group and each Manager, copies or details of which have been fairly disclosed in the Data Room;
Permitted Leakage. 1. The Outstanding Debt Payoff, including (without limitation) payment of:-
Permitted Leakage. The Purchaser acknowledges and agrees that the following shall be paid, reimbursed or incurred (as the case may be) by the relevant Group Companies in the period up to Completion:
