Common use of Adjustment for Leakage Clause in Contracts

Adjustment for Leakage. (a) If any breach of Clause 4.1 comes to the attention of the Purchaser on or prior to Completion, then, subject to the Lead Seller agreeing in writing that Leakage has occurred and agreeing in writing the amount to be paid by each Seller in respect of such Leakage (an “Agreed Leakage Amount”): (i) an amount equal to the portion of the Agreed Leakage Amount attributable to each Seller’s breach (or that Seller’s Seller Group’s breach) shall be deducted from the Pro Rata Consideration to be paid to each such Seller at Completion; or (ii) if the breach is not specific to one or more particular Seller (or its Seller Group), an amount equal to the Agreed Leakage Amount shall be deducted from the Consideration to be paid to the Sellers at Completion (in these circumstances, notwithstanding any other provision of this Agreement, the Lead Seller shall be entitled to agree in writing the Agreed Leakage Amount on behalf of the Sellers). (b) For the avoidance of doubt: (i) the fact that any Leakage comes to the attention of the Purchaser on or prior to Completion but no Agreed Leakage Amount is agreed pursuant to this Clause

Adjustment for Leakage. (a) If any breach of Clause 4.1 5.1 comes to the attention of the Purchaser on or prior to Completion, Completion then, subject to the Lead Seller agreeing in writing that Leakage has occurred and agreeing in writing the amount to be paid by each the Seller (as determined pursuant to Clause 5.3) in respect of such Leakage (an “Agreed Leakage Amount”): ), the Purchaser shall be entitled to (i) an amount equal demand (by way of ten (10) Business Days written notice to the portion of Seller) that the Seller discharges the Agreed Leakage Amount attributable to each Seller’s breach for and on behalf of the Group or the relevant Group Company, (or that Seller’s Seller Group’s breachii) shall be deducted from the Pro Rata Consideration demand to be paid an amount in cash equal to each such Seller at Completion; or the Agreed Leakage Amount or (iiiii) if the breach is not specific to one or more particular Seller (or its Seller Group), deduct an amount equal to the Agreed Leakage Amount shall be deducted from the Consideration to be paid to the Sellers Seller at Completion (in these circumstances, notwithstanding any other provision of this Agreement, the Lead Seller shall be entitled to agree in writing the Agreed Leakage Amount on behalf of the Sellers)Completion. (b) For the avoidance of doubt: (i) the fact that any Leakage comes to the attention of the Purchaser on or prior to Completion but no Agreed Leakage Amount is agreed in respect of it pursuant to this ClauseClause 5.2 shall not affect the Seller’s obligations or the Purchaser’s rights pursuant to Clauses 5.1 and 5.3 or otherwise under this Agreement in respect of that Leakage; and (ii) the fact that an Agreed Leakage Amount has been agreed pursuant to this Clause 5.2 in respect of any Leakage shall not preclude the Purchaser from recovering any further amounts payable under Clause 5.3 in respect of such Leakage that has not been taken into account in the Agreed Leakage Amount.

Adjustment for Leakage. (a) If any breach of Clause 4.1 Leakage is notified or comes to the attention of the Purchaser Buyer on or prior to Completion, Closing then, subject to the Lead Seller agreeing in writing that Leakage has occurred and agreeing in writing to the amount to be paid by each the Seller pursuant to Clause 4.4 in respect of such Leakage (an “Agreed Leakage Amount”): (i) an amount equal to ), the portion of the Agreed Leakage Amount attributable to each Seller’s breach (or that Seller’s Seller Group’s breach) Buyer shall be deducted from entitled to reduce the Pro Rata Consideration to be paid to each such Seller at Completion; or (ii) if the breach is not specific to one or more particular Seller (or its Seller Group), an amount equal to the Agreed Leakage Amount shall be deducted from the Consideration Closing Payment to be paid to the Sellers at Completion (in these circumstances, notwithstanding any other provision Seller pursuant to Clause 3.1 by the full amount of this Agreement, the Lead Seller shall be entitled to agree in writing the such Agreed Leakage Amount on behalf (and the payment of the Sellersamount of the Closing Payment so reduced shall be an absolute discharge of the Buyer’s obligations hereunder in respect of the Closing Payment to be paid to the Seller pursuant to this Agreement). (b) For the avoidance of doubt: (i) the fact that any Leakage is notified or comes to the attention of the Purchaser Buyer on or prior to Completion Closing but no Agreed Leakage Amount is agreed in respect of it pursuant to this ClauseClause 4.3 shall not affect the Seller’s obligations or the Buyer’s rights pursuant to Clause 4.1 and Clause 4.4 or otherwise under this Agreement in respect of that Leakage; and (ii) the fact that an Agreed Leakage Amount has been agreed pursuant to this Clause 4.3 in respect of known items of Leakage shall not preclude the Buyer from recovering any further amounts payable under Clause 4.4 in respect of any other items of Leakage not fully taken into account in the Agreed Leakage Amount(s).