Leakage Sample Clauses

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the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”).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. 7.1 The Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that...

Leakage. 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer in respect of, and shall be liable to pay to the Buyer an amount (on a euro- for-euro basis) in cash equal to, any such Additional Leakage; (b) the Sellers’ obligations under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount of Additional Leakage has been finally determined in accordance with this Section 3.8.2. 3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, to the extent possible, be allocated to the relevant Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate of a specific Seller), each Seller shall be deemed to have received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage based on this Section 3.8 shall terminate on the first (1st) anniversary of the Closing Date.

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. 4.1 If there is any Leakage from (and excluding) 31 March 2021 up to and including the Completion Date (as it relates to the iQ Propcos), and to the extent that this is received by, or otherwise directly or indirectly, benefits any member of the Sellers’ Group, such member of the Sellers’ Group irrevocably undertakes and covenants that (subject to clauses 4.2 and 4.3) it shall within 20 days of receipt of demand for payment by any member of the Purchaser’s Group, pay (or procure the payment) to the Nominated Leakage Payee, an amount in cash (on a pound for pound basis) equal to the value or amount of such Leakage (a “Leakage Amount”) and such amount shall constitute a reduction of the Consideration by the Leakage Amount in respect of that Seller’s Shares. 4.2 Any demand for payment under clause 4.1 must set out full details of the Leakage, the Leakage Amount and the amount payable by the relevant member of the Sellers’ Group. 4.3 No member of the Sellers’ Group shall be liable under clause 4.1 unless a demand for payment is made in accordance with clause 4.2 within the period of nine calendar months immediately following Scheme Completion. 4.4 Except for any Taxation that constitutes Leakage under limb (g) of the definition of Leakage, no member of the Sellers’ Group shall bear, assume or pay nor warrant nor provide any indemnity in respect of any other Taxation in connection with the Purchaser’s acquisition of the iQ Propcos, including without limitation and for the avoidance of doubt any stamp duties associated therewith, which shall be the sole responsibility and liability of the Purchaser. 4.5 On or before the Completion Date (as it relates to the iQ Propcos), GCP shall procure that an application is made to HM Revenue & Customs pursuant to s.43

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. The Company covenants and agrees that (a) there shall be no Leakage prior to the Closing and (b) no arrangements or agreements shall be made that would reasonably be expected to result in any Leakage prior to the Closing. The Company shall notify SPAC in writing promptly after becoming aware of anything which would constitute a breach of this Section 8.16 (including the specific amount of any Leakage, if known, or a reasonable estimate thereof).