Additional Leakage Sample Clauses

Additional Leakage. 4.3.1 Subject to Closing, in case of an Additional Leakage specifically benefitting a single member of the Sellers’ Group, the relevant member of the Sellers’ Group shall on demand by the Purchaser pay the Additional Leakage Amount to the Purchaser in accordance with Clause 4.3.6. In case of an Additional Leakage not specifically benefitting one single member of the Sellers’ Group or benefitting a third party, the Sellers shall on a several and not joint basis (“deelbaar en niet hoofdelijk”) pay the Additional Leakage Amount, each for their relevant proportion, in accordance with Clause 4.3.6. 4.3.2 The Sellers shall have no liability to indemnify the Purchaser for any Additional Leakage in accordance with this Clause 4.3 unless the Purchaser notifies the Sellers’ Representative of the Additional Leakage within 12 (twelve) months after the Closing Date. To the extent reasonably possible and available, but without prejudice to the Purchaser’s right to reimbursement of any Additional Leakage timely notified in good faith, the Purchaser’s notice shall set out the items comprising the Additional Leakage, the Purchaser’s good faith estimate calculation of the Additional Leakage Amount, and other available detail so as to enable the Sellers to verify the Additional Leakage and the Additional Leakage Amount. 4.3.3 If the Sellers wish to dispute the Additional Leakage and/or the Additional Leakage Amount they shall notify the Purchaser within 20 (twenty) Business Days after receipt thereof and they shall provide the Purchaser with their own calculation of the Additional Leakage Amount and, to the extent reasonably possible, evidence thereof. 4.3.4 Following notification by the Sellers to the Purchaser in accordance with Clause 4.3.3, the Parties shall, in good faith, attempt to reach agreement on the Additional Leakage Amount within 10 (ten) Business Days, failing which the items still in dispute shall be resolved and the Additional Leakage Amount shall be determined by the Independent Expert who shall be instructed by the Parties as third-party expert in accordance with Annex 4.3.3. 4.3.5 The Purchaser shall procure that the Sellers’ Representative and, if appointed, the Independent Expert, shall be granted reasonable access, at reasonable times and on reasonable notice, to the books and records, premises, storage facilities and relevant personnel of the Company and any other information relating to the Company which may reasonably be required to enable them to a...
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Additional Leakage. If the Seller becomes aware after the date that the Payment Schedule delivered pursuant to Clause 6.5.1 of any matter which constitutes a breach of Clause 11.1 (“Additional Leakage”), the Seller shall deliver to the Investor and XxxX MidCo a statement setting out: 11. 3.1 the nature and amount of such Additional Leakage arising as a result of the relevant breach of Clause 11.1 following the date of the Payment Schedule and not later than three Business Days prior to the Closing Date; and 11. 3.2 the amount of the NGGH Consideration payable by XxxX MidCo to the Seller in respect of the NGGH Transfer shall be reduced, by such amount equal to (i) the cash or cash equivalent value of the Additional Leakage, plus an amount equal to interest at 5 per cent. on the amount of the Additional Leakage from (and including) the later of the 1 April 2022 and the date that the Additional Leakage occurred (save for in respect of the Excess Cash Dividend on which interest at 5 per cent. shall accrue from (and including) the 1 April 2022 irrespective of the date of the Leakage) to (but excluding) the Closing Date ((i) and (ii) together the “Additional Notified Leakage”).
Sample 1
Additional Leakage. In the event of any Leakage in breach of clause 4.1 which (i) has not yet or insufficiently been taken into account when calculating the Purchase Price, including for the avoidance of doubt the (partial) non-availability of any amount of Leakage Tax Benefit (other than in respect of the Exit Bonus) specified under (b) of the definition of Leakage Tax Benefit which was taken into account when calculating the amount of Identified Leakage, or (ii) which was identified by the Sellers as Permitted Leakage but qualifies as Leakage in accordance with this Agreement (the Additional Leakage), Botman Bloembollen and Strengers shall compensate the Purchaser (to the extend the Additional Leakage occurred in respect of Botman Bloembollen and/or Strengers or any of their Affiliates) and/or Xxxxxx shall compensate the US Purchaser (to the extend the Additional Leakage occurred in respect of Xxxxxx or his Affiliates) within 10 Business Days following request thereto by the Purchasers for such Additional Leakage on a USD for USD basis or EUR for EUR basis (depending on the applicable currency of the Additional Leakage), unless the relevant Seller provides the relevant Purchaser with a dispute notice setting out in detail its objections against the Leakage claim and its own calculation of the Additional Leakage, within 20 Business Days after receipt of the relevant Purchaser’s demand for such Additional Leakage (the Dispute Notice).
Sample 1
Additional Leakage. 5.1 If and to the extent that the Purchaser, within nine (9) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, the Purchaser shall be entitled to deliver within this nine (9) months period a Notice to the Sellers' Delegate setting out the Additional Leakage, together with reasonable evidence of the Additional Leakage (an "Additional Leakage Notice"). If and to the extent the Purchaser does not deliver such Additional Leakage Notice within nine (9) months after Completion, the Leakage Amount shall be as set out in the Leakage Notice. 5.2 Each Seller that has the benefit of any Additional Leakage shall within twenty
Sample 1

Related to Additional Leakage

  • Additional Leave Any further leave granted beyond the normal thirty-seven (37) week period, or the forty-two (42) week period for special circumstances, will be unpaid leave without benefits.

  • Additional Land All xxxxxxxxxx xxxxx, xxxxxxx and development rights hereafter acquired by Borrower for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument;

  • Additional Limitations The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.

  • Additional Lenders (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Extended Personal Leave Leave without pay for up to one (1) year may be granted to a teacher provided said teacher has been actively employed for five (5) continuous contract years preceding the granting of this leave and has not been granted an extended part-time leave within that period. Application for said leave shall include a statement indicating the purpose of the leave and shall be submitted, except in unusual circumstances, as determined by the District, thirty (30) days prior to the date the leave is to commence.

  • Additional Requirements for Sleeping Rooms The Contractor shall provide departing Attendees a secured area for storing belongings.

  • Additional L/C Issuers Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Borrower, the Administrative Agent and each L/C Issuer. Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

  • Additional Loans Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (i) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

  • Additional Limitations of Liability Except as otherwise provided under the ISO OATT, the NTO shall not be liable for any indirect, consequential, exemplary, special, incidental or punitive damages including, without limitation, lost revenues or profits, the cost of replacement power or the cost of capital, even if such damages are foreseeable or the damaged party has been advised of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. The ISO shall not be liable to the NTO or any other party for any damages resulting from any act or omission in any way associated with this Agreement, except to the extent provided for under the ISO OATT.

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