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.
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.
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.
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 ...
