Leakage notice Sample Clauses

Leakage notice. 3.2.1. The Sellers shall notify the Purchaser in writing (the "Leakage Notice"), and in accordance with Schedule 3.2, of the Net Leakage Amount not later than five (5) Business Days before the date on which Completion is envisaged to take place.
Sample 1
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Leakage notice. Ultimately ten (10) Business Days prior to Completion the Seller shall deliver a notice to the Purchaser setting out the Leakage Amount, providing sufficient detail as to enable the Purchaser to assess the amount and basis for the Leakage Amount attributable for the SPV (the “Leakage Notice”). Save for fraud or manifest error, the Leakage Notice shall be binding for the purposes of determining the Completion Amount.
Sample 1Sample 2
Leakage notice. 3.2.1. The Sellers shall notify the Purchaser in writing of any Leakage and the Net Leakage Amount and any Permitted Leakage and the Net Permitted Leakage Amount (the "Leakage Notice") at least two (2 days) prior to the Completion Date. A draft Leakage Notice is attached hereto as Schedule 3.2 (the "Draft Leakage Notice"), it being specifically agreed and understood between the Parties that for each individual line item the respective Tax Benefit amounts in the Draft Leakage Notice will in the Leakage Notice not change as a percentage of the respective Gross Amount and the respective VAT percentage in the Leakage Notice will be the same percentage as used in the Draft Leakage Notice.
Sample 1
Leakage notice. To: [Purchaser] [Address] Eindhoven, [Date] Dear Sir/Madam, Words and definitions used but not defined herein shall have the same meaning as ascribed thereto in the sale and purchase agreement between VION Holding N.V. as the seller and Darling International Inc. as the purchaser dated [•] 2013 (the “Agreement”). This notice sets out the relevant amounts of each item listed as Leakage pursuant to the Agreement in order to determine the Leakage Amount. Items of Leakage Net amount Any dividends or other distributions, whether by way of share redemption, share capital reduction or otherwise, and any other payment in respect of any share capital of any Group Company, in each case whether in cash or in kind, paid or made by any Group Company to and for the benefit of any member of the Seller’s Group (excluding the Group Companies) EUR [•] The value of any assets, rights or other benefits transferred by any Group Company to and for the benefit of any member of the Seller’s Group (excluding the Group Companies) and the value of any payment by any Group Company to any third party on behalf of a member of the Seller’s Group (excluding the Group Companies), in each case outside the Ordinary Course of Business EUR [•] The value of any Encumbrances created over any of the assets of any Group Company for the benefit of any member of the Seller’s Group (excluding the Group Companies) to the extent not released at Completion EUR [•] The value of any assets, rights or other benefits transferred by any Group Company to the Seller’s Group to the extent these assets, rights or other benefits have been used by the Seller’s Group to satisfy an obligation or liability that is unrelated to the Business EUR [•] Items of Leakage Net amount The value of any waiver or forgiveness by any Group Company of any indebtedness or liability owed by any member of the Seller’s Group (excluding the Group Companies) to such Group Company EUR [•] Any indebtedness or liability incurred by any of the Group Companies to any member of the Seller’s Group (excluding the Group Companies) to the extent not incurred for an at arm’s length consideration, and excluding any trade payables or Tax reimbursements incurred by a Group Company towards the Seller’s Group (excluding the Group Companies) in the Ordinary Course of Business and at arm’s length terms EUR [•] Any indebtedness or liability owed by any member of the Seller’s Group (excluding the Group Companies) to a third party, other than in respect of ...
Sample 1

Related to Leakage notice

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  • Compliance Certificate; Notice of Default (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.

  • Notice or Demands Notices or demands pursuant to this Warrant to be given or made by Holder to or on the Company shall be sufficiently given or made if sent by certified or registered mail, return receipt requested, postage prepaid, and addressed, until another address is designated in writing by the Company, to the address set forth in Section 2(a) above. Notices or demands pursuant to this Warrant to be given or made by the Company to or on Holder shall be sufficiently given or made if sent by certified or registered mail, return receipt requested, postage prepaid, and addressed, to the address of Holder set forth in the Company’s records, until another address is designated in writing by Holder.

  • Annual Officer’s Certificate; Notice of Servicer Replacement Event (a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2019, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.

  • Late Notice A late notice shall be mailed by the Servicer to the Borrower by the 18th day of such Delinquency.

  • Notice to Rating Agencies The Trustee shall use its best efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which it has actual knowledge:

  • Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Notice of Special Payment Except as provided in Section 2.4(c) below, upon receipt by the Subordination Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice, upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to each Trustee and the Liquidity Providers. The Subordination Agent shall promptly calculate the amount of the redemption or purchase of Equipment Notes, the amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the case may be, comprising such Special Payment under the applicable Indenture or Indentures and shall promptly send to each Trustee and each Liquidity Provider a Written Notice of such amount and the amount allocable to each Trust. Such Written Notice shall also set the distribution date for such Special Payment (a “Special Distribution Date”), which shall be the Business Day which immediately follows the later to occur of (x) the 15th day after the date of such Written Notice and (y) the date the Subordination Agent has received or expects to receive such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed in accordance with Sections 2.4(b) and 2.4(c) and Article III hereof, as applicable. For the purposes of the application of any Equipment Note Special Payment distributed on a Special Distribution Date in accordance with Section 3.2 hereof, so long as no Indenture Default shall have occurred and be continuing under any Indenture:

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