Common use of Leakage Clause in Contracts

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 received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained and the additional amount.

Leakage. 8.1 Each 7.1 The Seller severally undertakes to the Purchaser that: (a) as at the date of this Agreement, that since the Locked Locked-Box Date, there has not been Date neither it nor any Leakage to or for the benefit of it or its Related Persons and that none has received any Leakage nor will occur it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion; and. (b) other than agreements or arrangements in respect 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of Permitted Leakage, no arrangement or agreement that has or will result in Leakage to or for the benefit of it or its his Related Persons being incurred at has received any time after Leakage nor will he or any of his Related Persons receive any Leakage from (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 up to (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 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after becoming it becomes aware of any breach of clause 8.17.1 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. 8.4 7.4 If any Leakage is received by the Seller is required or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to make 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 deduction or withholding for or on account result of such Leakage; and (iii) any amount necessary to ensure that after any 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 Purchasersub-clauses (i) or (ii) above, each Relevant Seller shall pay such additional amount as will leave the Purchaser is left with the same amount as it would have received had if the payment was not been subject to Tax. 7.5 If any such Tax. To Leakage is received by a Management Shareholder or any of his Related Persons between the extent that any such additional amount results in Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser obtaining 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 reliefresult 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. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall pay be entitled to each Relevant set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, within five Business Days AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of obtaining AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the reliefpayment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three (3) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability shall attach to the Seller or any Management Shareholder in relation to an amount (of Leakage to be determined the extent that such Leakage has been recovered by the Purchaser acting reasonably) equal from another party to 75% this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum liability of the lesser Seller under this clause 7 shall not in any circumstances exceed the Net Equity Value. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the actual cash Tax saving from the utilisation of such relief obtained and the additional amountManagement Consideration payable to that Management Shareholder.

Leakage. 8.1 6.1 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 on behalf of such Relevant that Seller or that Seller’s Leakage Parties) severally undertakes to the Buyer that since the Locked Box Date until Completion there has not been any Leakage. Each Seller severally undertakes to pay in cash to the Buyer within 15 Business Days of its Related Persons plus a valid written demand from the Buyer an incremental amount calculated at a rate equal to the value or amount of 5.00% per annum from (and including) the date on which any such Leakage occurred actually received (plus any amount of Leakage falling in sub-paragraph (j) of the definition of Leakage if and to (but excluding) the date extent such Taxation relates to the amount is received by the Purchaser together with or value received), provided that 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 8.2arising in respect of a deferral (as referred to in limb (e) of the definition of Leakage) shall be treated as a repayment of the amount so deferred and the Buyer shall procure that the relevant Seller’s obligations in respect of the relevant debt or liability is released or waived to the extent of such payment. 6.2 A Seller shall not be liable for any claim under clause 6.1 unless notice of a claim is given by the Buyer to the Sellers on or before the date falling 6 months after the date of Completion save in the event of fraud or dishonesty. 6.3 The only remedy of the Buyer in respect of Leakage shall be that provided under clause 6.1 and the Buyer shall only be entitled to recover once in respect of any item of Leakage. 6.4 Subject to clause 6.6, the Relevant liability of each Seller under clause 6.1 shall have no further liability under this Agreement with not exceed the aggregate of (i) any sums or value actually received by or on behalf of such Seller (or any Leakage Party of such Seller) or in respect of which such Seller (or any Leakage Party of such Seller) has benefited; and (ii) any amount of Leakage falling in sub-paragraph (j) of the definition of Leakage if and to the acts extent such Taxation relates to the amount or omissions giving rise to such Leakage, including, in particular, any liability value received. 6.5 Except as required by law all payments by the Sellers under clause 8.1(a) or 8.1(b)6.1 will be made free and clear of all deductions and withholdings in respect of Taxation. 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 6.6 If any Seller is required to make a deduction or withholding for or on account of Tax on a is required by law to be made from any payment made by any Seller under clause 8.2 above 6.1 or if a payment received in accordance with clause 8.2 above the Buyer is subject to Tax Taxation in the hands respect of the Purchaserany payment by that Seller under clause 6.1, each Relevant that Seller shall pay to the Buyer such additional amount as will leave is necessary to ensure that the Purchaser with net amount received and retained by the same Buyer (after taking account of such deduction or withholding or Taxation) is equal to the amount as which it would have received and retained had the payment in question not been subject to any such Tax. To the extent that any such additional amount results in deduction or withholding or Taxation. 6.7 In the Purchaser obtaining a reliefevent of the assignment of this Agreement by the Buyer, the Purchaser shall pay Sellers’ liability to each Relevant Seller, within five Business Days of obtaining the benefit of assignee under clause 6.6 will be no greater than it would have been to the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained and the additional amountBuyer.

Leakage. 8.1 Each Seller severally undertakes to the Purchaser that: (a) as at From the date of this Agreement, since hereof until the Locked Box date that is two (2) Business Days prior to the anticipated Closing Date, there has not been Seller shall notify Buyer promptly upon becoming aware of the occurrence of any Leakage, and shall provide to Buyer such information as Buyer may reasonably request relating thereto. Not less than two (2) Business Days prior to the anticipated Closing Date, Seller shall provide to Buyer a statement identifying in reasonable detail all amounts of Leakage that, to Seller’s Knowledge, have occurred or for the benefit of it or its Related Persons and that none will occur from (and including) on or prior to the date of this Agreement up to (and including) Completion; andClosing Date. (b) other than agreements Following the Closing, but subject to Section 2.03(c), Seller shall pay Buyer (or arrangements in respect of Permitted Leakagethe Acquired Companies, 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 includingas Buyer may direct) 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 sum equal to the amount of any Leakage received by or for (other than item (l) set forth in Schedule 1.01(f)) that was not included in the benefit calculation of the Purchase Price, plus interest on such Relevant Seller or any of its Related Persons plus an incremental amount Leakage calculated at a rate of 5.00% per annum the Interest Rate from (and including) the date on which such Leakage occurred Closing Date to (but excluding) the date of such payment to Buyer (or the amount is received by the Purchaser together with Acquired Companies, as Buyer may direct), plus any reasonable out-of-pocket legal and other costs professional fees, disbursements and expenses (including Tax) reasonably incurred actually paid by the Purchaser Buyer or any member of the Purchaser’s Group its Affiliates in connection with enforcing such recovery. The parties shall cooperate in good faith to determine the investigation and recovery amount of such amountLeakage; provided, that if the amount of such Leakage has not been agreed between the parties within fifteen (15) Business Days after Buyer notifies Seller of any such Leakage, Buyer may seek to enforce its right to recover therefor in accordance with Section 14.11. Once Any such payment has shall be made within five (5) Business Days following the date that the amount of such Leakage is determined by mutual agreement of Buyer and Seller or, if disputed, when a final nonappealable Governmental Order shall have been made pursuant entered with respect to this clause 8.2, the Relevant such dispute. (c) Seller shall have no further liability under pursuant to Section 2.03(b) unless Buyer has provided written notice to Seller, including evidence to support the existence and amount of Leakage that was not included in the calculation of the Purchase Price, on or before the date that is twelve (12) months following the Closing Date. (d) Notwithstanding anything in this Agreement with respect to the acts or omissions giving rise contrary, Buyer shall not be entitled to such Leakage, including, any remedy in particular, respect of any liability under clause 8.1(a) or 8.1(b)Leakage other than payment pursuant to this Section 2.03. 8.3 Each Seller undertakes (e) Any payments in respect of Leakage paid pursuant to notify Section 2.03(b) shall be treated as an adjustment to 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 Purchase Price 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 all purposes, including the hands amount of the Purchaser, each Relevant Seller shall pay such additional amount as will leave Purchase Price allocated to the Purchaser with the same amount as it would have received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Shares for United States and applicable state and local income Tax saving from the utilisation of such relief obtained and the additional amountpurposes.

Leakage. 8.1 Each Seller severally undertakes to the Purchaser that: (a) as at As of the date of this Agreementhereof, no Leakage (other than Permitted Leakages) has occurred since the Locked Box Date. If at any time prior to the Second Closing, there the Company becomes aware of the occurrence of any Leakage during the Locked Box Period, the Company shall promptly notify the Purchaser of the occurrence of such Leakage, the Major Shareholder to whom such Leakage is attributable, and the amount thereof and other reasonable details of such Leakage (the “Agreed Leakage Amount”). In respect of any Agreed Leakage Amount, the Major Shareholder shall, within two Business Days of the Second Closing, return the applicable number of Exchange Shares to Pubco to settle all of its payment obligations in respect of the Agreed Leakage Amount. The value of each Exchange Share for purposes of determining the payment in accordance with Section 11.1(a) shall be the Redemption Price. (b) In the case of any Leakage or any portion of any Leakage which occurs during the Locked Box Period, but for which the number of Exchange Shares has not been any Leakage returned to or Pubco pursuant to Section 11.1(a), Purchaser Representative may demand on behalf of and for the benefit of it or its Related Persons Pubco, and that none will occur the Major Shareholders must pay an amount equal to, on a dollar for dollar basis, the amount of the Leakage from (and includingthe Major Shareholder(s) the date of this Agreement up to (and including) Completion; andwhom such Leakage is attributable. (bc) other than agreements or arrangements For the avoidance of doubt, the fact that an Agreed Leakage Amount has been determined pursuant to Section 11.1(a) in respect of Permitted any Leakage shall not preclude the Purchaser Representative from recovering any further amounts payable under Section 11.1 in respect of such Leakage which was not taken into account in the Agreed Leakage Amount. (d) Any claims in respect of Leakage against a Major Shareholder in accordance with Section 11.1(b) shall first be applied against the Escrow Shares before any Major Shareholder shall be required to make any out-of-pocket payment in respect of such Leakage. The Major Shareholders shall be entitled to use Pubco Ordinary Shares to settle some or all of its out-of-pocket payment obligations in respect of Leakage. With respect to payment in respect of Leakage, no arrangement the value of each Escrow Share or agreement that has or will result any other Pubco Ordinary Shares for purposes of determining the payment in Leakage to or for the benefit of it or its Related Persons being incurred at any time after (and includingaccordance with Section 11.1(b) 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) CompletionRedemption Price. 8.2 If (e) Any Exchange Shares, Escrow Shares or any breach other Pubco Ordinary Shares received by Pubco in respect of clause 8.1 occursLeakage shall be promptly cancelled by Pubco after its receipt thereof. (f) To the extent a Major Shareholder does not make payment in respect of Leakage in accordance with Section 11.1(a) within 2 Business Days, provided that or Section 11.1(b) within 15 days, of being notified by the Purchaser Representative thereof, Pubco shall be entitled to a cancel a number of Pubco Ordinary Shares held by such Major Shareholder equal to the Leakage (based on the Redemption Price). (g) No Major Shareholder shall be liable to make a payment under Section 11.1(b) unless Purchaser Representative has notified each Relevant Seller the Shareholder Representative in writing of its obligation to make such payment within eight months the Leakage, stating in reasonable detail the nature of the Completion Datebreach and, providing reasonably sufficient evidence as to if practicable, the quantum of such Leakage, each Relevant Seller shallamount claimed, 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) before the date on which such Leakage occurred to falling twelve (but excluding12) months after 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)Second Closing. 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 received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained and the additional amount.

Leakage. 8.1 4.1 Each Seller severally undertakes to the Purchaser thatVendor severally: (a) as at warrants to the date Purchaser in respect of this Agreementitself only that, since from (and excluding) the Locked Box Date, there has not been any Leakage Date up 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 Agreement, neither it nor any of its Connected Persons has received (which shall be deemed to include the benefit of any agreement or arrangement which is subject to limb (and includingi) Completionof Leakage) any Leakage other than Permitted Leakage; and (b) other than agreements or arrangements undertakes to the Purchaser that it shall procure that, in respect of Permitted Leakageitself only, no arrangement or agreement that has or will result in Leakage to or for during the benefit of it or its Related Persons being incurred at any time after period commencing from (and includingbut excluding) 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 up to Completion, neither it nor any of its Connected Persons will receive (and includingwhich shall be deemed to include the benefit of any agreement or arrangement which is subject to limb (i) Completionof Leakage) any Leakage other than Permitted Leakage. 8.2 If any 4.2 Subject to Completion occurring in accordance with the terms of this Agreement and to the remainder of this Clause 4: (a) in the event of a breach of clause 8.1 occursClause 4.1 by any Vendor, 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, Vendor shall pay to the Purchaser (or, at within 10 Business Days after the Purchaser’s election, any Group Company) amount has been agreed by the applicable Vendor or finally determined by a court of competent jurisdiction an amount (on a pound for pound basis) in cash equal to the aggregate amount of any Leakage (excluding, for the avoidance of doubt, any Permitted Leakage and without double counting items that qualify as Leakage pursuant to one or more limbs within the definition) actually received by or for the benefit of such Relevant Seller or Vendor and/or its Connected Persons as a result of a breach of Clause 4.1 plus the Reverse Ticker Amount (if any), which aggregate amount shall not include any VAT which is recoverable as input Tax by any member of its Related Persons plus an incremental amount calculated at a rate the Purchaser Group in respect of 5.00% per annum from any matter giving rise to Leakage, provided that any Leakage arising under limb 4.6(h) of that definition associated with such receipt shall be deemed to have been actually received by such Vendor (and including) treated as received on the date on which such the Leakage occurred to which the Leakage under limb (but excludingh) the date the amount of Leakage is received connected); and (b) provided further that (i) any claim to be made by the Purchaser together pursuant to this Clause 4.2 must be made in writing to the relevant Vendor(s) within six months following the Completion Date and must set out the Purchaser’s calculation of the amount and all relevant details (as far as they are known by the Purchaser at the time) and each Vendor shall cease to be under any liability whatsoever to the Purchaser in respect of all and any such claims not so notified in accordance with this sub-clause, and (ii) where the Leakage is not agreed between the Purchaser and the applicable Vendor, legal proceedings in respect of such Leakage have been issued and served within six months after the date of notice referred to above is given and legal proceedings shall not be deemed to have been started unless a statement of claim is both properly issued and validly served on the relevant Vendor. 4.3 For the avoidance of doubt, the Purchaser acknowledges and agrees that, save in the event of fraud or fraudulent misrepresentation, the sole and only remedy available to it for Leakage and a breach of the provisions of Clause 4.1 is contained in Clause 4.2 and in the event that the relevant Vendor does not satisfy a claim for Leakage made against that Vendor, the Purchaser shall not be entitled to bring a claim for Leakage against any of the other costs Vendors (severally or jointly) in respect of such non-satisfaction or non-payment. 4.4 The maximum aggregate liability of each Vendor severally in respect of this Clause 4 shall not exceed an amount equal to the Leakage actually received (or deemed to have been actually received pursuant to Clause 4.2) by such Vendor and expenses any of its Connected Persons plus the Reverse Ticker Amount (including Taxif any), provided that any Leakage arising under limb 4.6(h) reasonably incurred of that definition associated with such receipt shall be deemed to have been actually received by such Vendor. 4.5 No Vendor shall be liable under Clause 4.1 in respect of any Leakage to the extent: (a) that the Purchaser and/or any Group Company has recovered or received (with no obligation to repay) from some other person (other than the Purchaser or any member Group Company) an amount in respect of the Purchaser’s Group alleged Leakage which would otherwise have given rise to a claim under this Agreement, and in connection with such circumstances the investigation and recovery of such amount. Once such payment has been made pursuant to this clause 8.2, the Relevant Seller relevant Vendor shall have no further liability under this Agreement with in respect of such claim 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 extent of the PurchaserSum Recovered. For the purposes of this Clause, each Relevant Seller shall pay such additional amount as will leave the Purchaser with the same amount as it would have received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained and the additional amount.“

Leakage. 8.1 Each Seller severally undertakes to the Purchaser that: (a) as at From the date of this Agreement, since hereof until the Locked Box date that is two (2) Business Days prior to the anticipated Closing Date, there has not been Seller shall notify Purchasers promptly upon becoming aware of the occurrence of any Leakage, and shall provide to each Purchaser such information as such Purchaser may reasonably request relating thereto. Not less than five (5) Business Days prior to the anticipated Closing Date, Seller shall provide to Purchasers a statement identifying in reasonable detail all amounts of Leakage that, to the Knowledge of Seller, have occurred or for the benefit of it or its Related Persons and that none will occur from (and including) on or prior to the date of this Agreement up to (and including) Completion; andClosing Date. (b) other than agreements or arrangements in respect of Permitted LeakageFollowing the Closing, no arrangement or agreement that has or will result in Leakage but subject 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 Section 1.02(c), Seller shall pay each Purchaser 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 Acquired Portion of the amount of any Leakage received by or for that was not included in the benefit calculation of the Purchase Price. The parties shall cooperate in good faith to determine the amount of such Relevant Seller or any Leakage, including by each Purchaser notifying the other Purchaser of its Related Persons plus an incremental determination of any Leakage amount calculated at and keeping such other Purchaser apprised of the status of any dispute with respect to Leakage. If the amount of any Leakage has not been agreed between a rate Purchaser and Seller within fifteen (15) Business Days after such Purchaser notifies Seller of 5.00% per annum from any such Leakage, then such Purchaser may seek to enforce its right to recover therefor in accordance with Section 10.11. For each Purchaser, any such payment shall be made within five (and including5) Business Days following the date on which that the amount of such Leakage occurred to (but excluding) the date the amount is received determined 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 mutual agreement of such amount. Once Purchaser and Seller or, if disputed, when a final nonappealable judgment shall have been entered with respect to such payment has been made pursuant to this clause 8.2, the Relevant dispute. (c) Seller shall have no further liability under this Agreement with pursuant to Section 1.02(b) unless one or both Purchasers have provided written notice to Seller, including evidence to support the existence and amount of Leakage that was not included in the calculation of the Carlyle Buyer Purchase Price or the T&D Purchase Price, on or before the date that is 12 months following the Closing Date. (d) Any payments in respect of Leakage paid pursuant to Section 1.02(b) shall be treated as an adjustment 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 received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained Carlyle Buyer Purchase Price and the additional amountT&D Purchase Price (as applicable) for all purposes.