Leakage Adjustment. (a) Within ninety (90) days after the Closing, the Company and Sanken shall deliver to the Subscriber a statement (the “Closing Leakage Certificate”) setting forth the Company’s and Sanken’s calculation of Leakage (the “Final Leakage Amount”).
Leakage Adjustment. Should the Sellers’ statement pursuant to Clause 6.3.3 above state that there has been Leakage, the Purchaser shall be entitled to set off the amount of such Leakage by way of a reduction from the Purchase Price payable to those of the Sellers having received or benefited from such Leakage. For the avoidance of doubt, such set off shall not be deemed to be an exhaustive remedy if the amount of such Leakage received by a Seller exceeds such Seller’s pro rata portion of the Purchase Price. Further, as set out in Clause 5.3, with respect to any Leakage not received or benefited by any specific Seller or any of its Affiliates, the Purchaser shall be entitled to set off the amount of such Leakage by way of a reduction from the Purchase Price in proportion to and with a maximum amount corresponding to each Seller’s pro rata portion of the Purchase Price. 12 (34) Execution Version 7 POST-CLOSING OBLIGATIONS
Leakage Adjustment. In the event of any Leakage between the Locked Box Date and the Closing Date, AIB shall pay to BZ BWK or BZ WBK AIB Asset Management, as the case may be, or any Group Company as the Purchaser directs, an amount in cash equal to such Leakage on or after the Closing Date. Clauses 10 and 11 shall not apply to this Clause 8.
