Leakage. 5.1 The Sellers undertake to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand.
5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers).
5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5.
5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer.
5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer.
5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 B...
Leakage. 8.1 Each Seller severally undertakes to the Purchaser that:
(a) as at the date of this Agreement, since the Locked Box Date, there has not been any Leakage to or for the benefit of it or its Related Persons and that none will occur from (and including) the date of this Agreement up to (and including) Completion; and
(b) other than agreements or arrangements in respect of Permitted Leakage, no arrangement or agreement that has or will result in Leakage to or for the benefit of it or its Related Persons being incurred at any time after (and including) the Locked Box Date has at any time been made or entered into and no such arrangement or agreement shall be entered into from the date of this Agreement until (and including) Completion.
8.2 If any breach of clause 8.1 occurs, provided that the Purchaser has notified each Relevant Seller in writing of its obligation to make such payment within eight months of the Completion Date, providing reasonably sufficient evidence as to the quantum of such Leakage, each Relevant Seller shall, on five Business Days’ notice by the Purchaser, pay to the Purchaser (or, at the Purchaser’s election, any Group Company) an amount (on a pound for pound basis) in cash equal to the amount of any Leakage received by or for the benefit of such Relevant Seller or any of its Related Persons plus an incremental amount calculated at a rate of 5.00% per annum from (and including) the date on which such Leakage occurred to (but excluding) the date the amount is received by the Purchaser together with any other costs and expenses (including Tax) reasonably incurred by the Purchaser or any member of the Purchaser’s Group in connection with the investigation and recovery of such amount. Once such payment has been made pursuant to this clause 8.2, the Relevant Seller shall have no further liability under this Agreement with respect to the acts or omissions giving rise to such Leakage, including, in particular, any liability under clause 8.1(a) or 8.1(b).
8.3 Each Seller undertakes to notify the Purchaser in writing as soon as practicable after becoming aware of any breach of clause 8.1.
8.4 If any Seller is required to make a deduction or withholding for or on account of Tax on a payment made under clause 8.2 above or if a payment received in accordance with clause 8.2 above is subject to Tax in the hands of the Purchaser, each Relevant Seller shall pay such additional amount as will leave the Purchaser with the same amount as it would have rec...
Leakage. (a) From (and excluding) the date hereof to (and including) the Closing Date, General Partner and Partnership shall not, and each Seller shall cause General Partner and Partnership to not, permit the occurrence of any Leakage with respect to any Seller.
(b) If at any time prior to the Closing Date, General Partner, Partnership or any Seller becomes aware of the occurrence of any Leakage with respect to any Seller during the Locked-Box Period, such Party shall promptly (and in any event within five (5) Business Days) notify the Buyer Parties of the occurrence of such Leakage, the amount thereof and other reasonable details of such Leakage, and the amount of such Leakage shall be deducted from the Purchase Price of the relevant Seller at the Closing in accordance with Section 2.5.
(c) Subject to the Closing having taken place, in the event of any breach of Section 7.27(a), each Seller (solely in respect of itself and not in respect of any other Seller) shall on demand by Buyer pay to Buyer, on a dollar for dollar basis, an amount equal to the amount of the Leakage of such Seller, except to the extent that the Purchase Price of such Seller at the Closing has been reduced in respect of such Leakage pursuant to Section 2.5.
(d) Notwithstanding Section 7.27(c), no Seller is liable to make a payment under Section 7.27(c) unless Buyer has notified such Seller in writing of the breach of Section 7.27(a) stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling six (6) months after the Closing.
(e) For the avoidance of doubt, except as provided under Section 7.27(d), the liability of each Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision of this Agreement. Nothing in this Section 7.27 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud, willful misconduct or willful concealment.
Leakage. 8.1 With respect to the period from (and excluding) the Locked Box Date up to (and including) Completion:
(a) each Seller (in respect of itself only) severally covenants to the Purchaser that:
(i) neither it, nor any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group has received (or will receive) any amount of Leakage; and
(ii) no arrangement or agreement has been made or entered into with it (or will be made or entered into) that has resulted or will result in it, any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group receiving any Leakage; and
(b) the Company covenants to the Purchaser that no arrangement or agreement has been made or entered into (or will be made or entered into) that has resulted or will result in it, any member of its Seller’s Group receiving any Leakage.
8.2 In the event of any Leakage that would otherwise result in a breach of the covenant contained in subclause 8.1, the relevant Seller (in respect of itself only) severally covenants to the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to pay to the Purchaser or the Company (at the Purchaser’s election) within fifteen (15) Business Days of notification an amount in cash equal to the aggregate of the amount or value of such Leakage received by (or deemed to have been received by) it, any member of its Seller’s Group or any Connected Person to it (or in respect of which it, any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group has benefited), less an amount equal to any Leakage Tax Adjustments arising directly as a result of such Leakage.
8.3 The Company or the relevant Seller shall, by notice in writing delivered to the Purchaser, in accordance with subclause 6.2 and specifically referencing this subclause, notify the Purchaser as soon as reasonably practicable of any Leakage that has occurred or will occur in the period between the Locked Box Date and Completion (the Notified Leakage) and Net Notified Leakage. To the extent a Leakage Tax Adjustment has been taken into account in calculating Net Notified Leakage, the Sellers shall provide reasonable details and evidence of the nature and quantum of such Leakage Tax Adjustment.
8.4 In the event of any Notified Leakage, the Aggregate Consideration shall be reduced by an amount equal to the Notified Leakage less an amount equal to any Leakage Tax Adjustments in res...
Leakage. Any dividend, distribution (whether in cash, in kind or otherwise) or return of capital (including any payment made for the purchase, redemption, repurchase, repayment or acquisition of any share capital of the Target Group Companies) declared, authorised, paid or made by any Target Group Company.
Leakage. The Employee, his Affiliates and Associates, will not receive directly or indirectly any salary, directors fees or other compensation or value from the activities of the Management Companies or the applicable Investment Funds, directly or indirectly, through subsidiaries or otherwise, other than: (i) by virtue of his ownership interest in the balance of Management Company in excess of the Section 7 Percentages of Icahn Enterprises and High River; and (ii) a return on his invested capital pro-rata to other investors in any such Investment Fund (but not subject to management fees or incentive allocations or the like).
Leakage. Injector self-activates during arming. 7. Missing component renders the unit non-functional. 8. Fails functionality test (unable to remove safety cap or expel contents).
Leakage. For purposes of this Agreement, “Leakage” means, without duplication:
Leakage. The Seller shall notify the Purchaser in writing promptly, but no later than five (5) Banking Days after becoming aware of any payments constituting a Leakage. In the event of a Leakage, the Seller shall repay to the Company on a USD for USD basis an amount equal to the Leakage plus any Taxes fee or expenses triggered or incurred by any XxxxXxx Companies in connection with the Leakage.
Leakage. Seller agrees, in the event and to the extent it decides to sell Series G Conversion Shares or Closing Common Shares, that it shall not, in the absence of Buyer’s prior written consent, sell Series G Conversion Shares or Closing Common Shares in public market transactions at a monthly rate that exceeds the greater of (i) $50,000 worth of Common Stock, (ii) 50,000 shares of Common Stock, or (iii) 0.15% of the average monthly trading volume for Buyer’s Common Stock for the three months prior to sale.
