Common use of Leakage Clause in Contracts

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 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 be entitled to 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, 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 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 payment 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 the extent that such Leakage has been recovered by the Purchaser from another party to 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 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 Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 8.1 Each Seller severally undertakes to the Purchaser that that: (a) as at the date of this Agreement, since the Locked-Locked Box Date neither Date, there has not been any Leakage to or for the benefit of it nor any of or its Related Persons has received any Leakage nor and that none will it or any of it Related Persons receive any Leakage 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. 7.2 Each Management Shareholder severally undertakes 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 that since (or, at the Locked-Box Date neither he nor Purchaser’s election, any Group Company) an amount (on a pound for pound basis) in cash equal to the amount of his Related Persons has received any Leakage nor will he received by or for the benefit of such Relevant Seller or any of his its Related Persons receive any Leakage 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 up with respect to (and the acts or omissions giving rise to such Leakage, including, in particular, any liability under clause 8.1(a) Completionor 8.1(b). 7.3 The 8.3 Each Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes becoming 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 7.28.1. 7.4 8.4 If any Leakage Seller is received by the Seller required to make a deduction or any withholding for or on account 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 under clause 8.2 above or if a payment received in accordance with sub-clauses (i) or (ii) aboveclause 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 is left with the same amount as it would have received had if the payment was not been subject to any such Tax. 7.5 If . To the extent that 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 such additional amount results in 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 obtaining 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. 7.6 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 Completionrelief, the Purchaser shall be entitled pay to 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 each Relevant Seller, 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 within five Business Days of 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 obtaining the benefit of itthe relief, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment 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 the extent that such Leakage has been recovered be determined by the Purchaser from another party acting reasonably) equal to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum liability 75% of the Seller under this clause 7 shall not in any circumstances exceed lesser of the Net Equity Valueactual cash Tax saving from the utilisation of such relief obtained and the additional amount. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 6.1 Each 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 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 respect of any Leakage received by or paid for on behalf of that Seller or that Seller’s Leakage Parties) severally undertakes to the benefit 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 it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as a valid written demand from the case may be) prior to or on Completion, the Purchaser shall be entitled to set off Buyer an amount equal to the value or amount of any such Leakage notified actually received (plus any amount of Leakage falling in sub-paragraph (j) of the definition of Leakage if and to it by either the Seller extent such Taxation relates to the amount or value received), provided that any payment pursuant to this clause arising 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 Management Shareholder (Seller’s obligations in respect of the “Leakage Set-Off Amount”) against (in the case of Leakage relevant debt or liability is released or waived to the extent of such payment. 6.2 A Seller or one shall not be liable for any claim under clause 6.1 unless notice of its Related Persons) a claim is given by the Net Equity Value to be paid Buyer 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, 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 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 payment 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, Sellers on or before the date falling three (3) 6 months after the date on which of Completion save in the auditors event of fraud or dishonesty. 6.3 The only remedy 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 Buyer in respect of Leakage shall be that provided under clause 6.1 and the first financial period of the Company ending after the Completion Date. 7.8 No liability Buyer shall attach only be entitled to the Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum 6.4 Subject to clause 6.6, the liability of the each Seller under this clause 7 6.1 shall not in any circumstances exceed the Net Equity Valueaggregate 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 extent such Taxation relates to the amount or value received. 7.10 The aggregate maximum 6.5 Except as required by law all payments by the Sellers under clause 6.1 will be made free and clear of all deductions and withholdings in respect of Taxation. 6.6 If any deduction or withholding is required by law to be made from any payment by any Seller under clause 6.1 or if the Buyer is subject to Taxation in respect of any payment by that Seller under clause 6.1, that Seller shall pay to the Buyer such additional amount as is necessary to ensure that the net amount received and retained by the Buyer (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation. 6.7 In the event of the assignment of this Agreement by the Buyer, the Sellers’ liability of a Management Shareholder to the assignee under this clause 7 shall not in any circumstances exceed 6.6 will be no greater than it would have been to the Management Consideration payable to that Management ShareholderBuyer.

Leakage. 7.1 (a) The Seller undertakes covenants to the Purchaser that since in the Locked-period from the Locked Box Date up to and including the Completion Date: (i) neither it it, nor any of its Related Persons Affiliates (other than a Group Company), has received or benefited (or will receive or benefit) from any Leakage nor amount of Leakage; and (ii) no arrangement or agreement has been made or entered into (or will be made or entered into) that has resulted, or will result, in it or any of it Related Persons receive its Affiliates (other than a Group Company) receiving any Leakage from (and including) Leakage. Notwithstanding anything to the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes contrary contained herein, the Seller shall have no liability 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 under this Agreement up to (and including) CompletionSection 2.3 if Completion does not occur. 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 (b) If any Leakage is received notified under Section 2.3(c) and the Seller agrees or is otherwise determined hereunder, in each case at or prior to Completion, that such Leakage has occurred, the Purchase Price shall be reduced by an amount equal to the amount of such Leakage (a "Leakage Amount"), which shall discharge the Seller's obligation to make payment of such Leakage Amount under Section 2.3(c) and Section 2.4. (c) If any Leakage occurs during the period from the Locked Box Date until immediately prior to Completion which has not been discharged pursuant to Section 2.3(b), provided that the Purchaser has notified the Seller in writing of its obligation to make such payment within six (6) months of the Completion Date, the Seller shall, on written demand by the Purchaser setting out the amount of such Leakage together with reasonable evidence thereof, if such Seller agrees that such Leakage has occurred and to the amount notified by the Purchaser, promptly pay to the Purchaser or, at the sole discretion of the Purchaser, the applicable Group Company, an amount in cash equal to the amount of such Leakage paid by the relevant Group Company. (d) Notwithstanding anything to the contrary in this Agreement, no transaction, other than any of the transactions or events provided for in clause (a) of the definition of the term "Leakage" herein, undertaken on an arms' length basis and in the Ordinary Course of Business between (x) any Group Company, on the one hand, and (y) the Seller or any of its Related Persons between Affiliates, on the Locked-Box Date and Completion other hand, shall be deemed to constitute Leakage. (e) If any payment is to be made by the Seller shallto the Purchaser in respect of any Leakage Claim, subject to Completion, promptly on demand the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser pay (on an after tax basis) for the Ownership Interest under this Agreement, which shall be deemed to have been reduced by the Purchaser an amount in cash equal to:of such payment. (if) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach The liability 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 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 pursuant to or on Completion, the Purchaser Section 2.3 shall be entitled to 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, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation terminate on the Seller to pay date falling six (6) months after 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 AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii))Completion Date, 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 unless before that the payment 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 date the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of such Leakage (including the occurrence Purchaser's good faith estimate together with reasonably detailed supporting documents, on a without prejudice basis, 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(1relevant Leakage) 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 which case the Seller or any Management Shareholder in relation to an amount of Leakage to shall remain liable until the extent that claim for such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakagesatisfied, settled or withdrawn. 7.9 The aggregate maximum liability of the 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 Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The Seller undertakes (a) From the date hereof until the date that is two (2) Business Days prior to the Purchaser that since anticipated Closing Date, Seller shall notify Buyer promptly upon becoming aware of the Locked-Box Date neither it nor 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 its Related Persons has received Leakage that, to Seller’s Knowledge, have occurred or will occur on or prior to the Closing Date. (b) Following the Closing, but subject to Section 2.03(c), Seller shall pay Buyer (or the Acquired Companies, as Buyer may direct) a sum equal to the amount of any Leakage nor will it or any (other than item (l) set forth in Schedule 1.01(f)) that was not included in the calculation of it Related Persons receive any the Purchase Price, plus interest on such Leakage calculated at the Interest Rate from (and including) the date of this Agreement up Closing Date 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 includingbut excluding) the date of this Agreement up such payment to Buyer (and including) Completion. 7.3 The Seller undertakes to notify or the Purchaser in writing Acquired Companies, as soon as reasonably practicable after it becomes aware of Buyer may direct), plus 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 Lockedreasonable out-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, of-pocket legal and other professional fees fees, disbursements and costs, penalties and expenses) incurred expenses actually paid by Buyer or its Affiliates in connection with enforcing such recovery. The parties shall cooperate in good faith to determine the Purchaser or any Target Company as a result amount of such Leakage; and provided, that if the amount of such Leakage has not been agreed between the parties within fifteen (iii15) Business Days after Buyer notifies Seller of any amount necessary such Leakage, Buyer may seek to ensure that after any Tax on a payment made enforce its right to recover therefor in accordance with sub-clauses Section 14.11. Any such payment shall be made within five (i5) or (ii) above, Business Days following 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) date that 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 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 be entitled to 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, 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 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 payment 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 andis determined by mutual agreement of Buyer and Seller or, if practicabledisputed, when a final nonappealable Governmental Order shall have been entered with respect to such dispute. (c) Seller shall have no liability pursuant to Section 2.03(b) unless Buyer has provided written notice to Seller, including evidence to support the existence and amount claimedof Leakage that was not included in the calculation of the Purchase Price, on or before the date falling three that is twelve (312) months after following 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 Closing Date. 7.8 No liability shall attach (d) Notwithstanding anything in this Agreement to the Seller or contrary, Buyer shall not be entitled to any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once remedy in respect of any particular item of LeakageLeakage other than payment pursuant to this Section 2.03. 7.9 The aggregate maximum liability (e) Any payments in respect of Leakage paid pursuant to Section 2.03(b) shall be treated as an adjustment to the Purchase Price for all purposes, including the amount of the Seller under this clause 7 shall not in any circumstances exceed Purchase Price allocated to the Net Equity ValueShares for United States and applicable state and local income Tax purposes. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 6.1 Each Seller severally covenants, warrants and undertakes to the Purchaser that since in relation to it or its Related Persons: (i) during the period commencing on the Locked-Box Date neither up to and including the date hereof there has been no Leakage and (ii) during the period commencing on the date hereof up to and including the date of Completion, no Leakage will occur, provided in each case that no Seller shall have any liability to the Purchaser under this Clause 6 if Completion does not occur. 6.2 Subject to Clause 5.6 and to the remainder of this Clause 6, if a Seller and/or any of its Related Persons: (i) has received or benefitted from any Leakage in the period following (but excluding) the Locked-Box Date to (and including) the date hereof; and/or (ii) receives and/or benefits from any Leakage in the period following (but excluding) the date hereof and up to (and including) the Completion Date, the relevant Seller (provided Completion occurs) covenants to pay to the Purchaser upon written demand from the Purchaser in accordance with Clause 6.3, an amount in cash equal to the amount or value of any Leakage received (or deemed to have been received in accordance with the definition of Leakage) by it nor and/or by any of its Related Persons and/or in respect of which it and/or 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) Completionactually benefitted. 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 6.3 No 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 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 be entitled to 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, 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 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 payment 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 Clause 6 unless the Purchaser has notified the such 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 and including all reasonably available supporting material the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three six (36) 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 6.4 No liability shall attach to the any Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser or any of member of the Purchaser Group (including for these purposes, the Group) from another party to this Agreement and/or pursuant to the Management Warranty Deed, and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. Nothing herein shall require the Purchaser to bring any other claim in respect of any particular item of Leakage before bringing a claim against the Sellers for Leakage under this Clause 6. 7.9 6.5 Notwithstanding anything to the contrary in this Agreement, no transaction undertaken on an arms' length basis and in the ordinary course of business consistent with past practice between (x) any Group Company, on the one hand, and (y) (i) any other portfolio company of any Institutional Seller or its Related Persons, or (ii) any direct or indirect investor in any fund managed or advised by any member of an Institutional Seller's Group or any of their respective Related Persons, on the other hand, shall be deemed to constitute Leakage. 6.6 The aggregate maximum liability of the a Seller under this clause 7 Clause 6 shall not in any circumstances exceed the Net Equity Valueamount of Leakage received or benefited from by such Seller and its Related Persons (without double counting). 7.10 The aggregate maximum liability 6.7 For the purposes of a Management Shareholder under this clause 7 Clause 6, any Leakage falling within limb (j) of that definition (“Tax Leakage”) shall not in any circumstances exceed be deemed to be received by the Management Consideration payable Seller which received or benefitted from (or is deemed to that Management Shareholderhave received or benefitted from) the Leakage to which such Tax Leakage relates.

Leakage. 7.1 The Seller undertakes (a) From the date hereof until the date that is two (2) Business Days prior 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 anticipated Closing Date, Seller undertakes to shall notify the Purchaser in writing as soon as reasonably practicable after it becomes Purchasers promptly upon becoming 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 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 be entitled to 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, 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 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 payment 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 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 which the Knowledge of Seller, have occurred or will occur on or prior to the Closing Date. (b) Following the Closing, but subject to Section 1.02(c), Seller shall pay each Purchaser such Purchaser’s Acquired Portion of the amount of any Leakage that was not included in the calculation of the Purchase Price. The parties shall cooperate in good faith to determine the amount of such Leakage, including by each Purchaser notifying the other Purchaser of its determination of any Leakage amount 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 Purchaser and Seller within fifteen (15) Business Days after such Purchaser notifies Seller of 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 relates, stating in reasonable detail shall be made within five (5) Business Days following the nature date that the amount of such Leakage andis determined by mutual agreement of such Purchaser and Seller or, if practicabledisputed, when a final nonappealable judgment shall have been entered with respect to such dispute. (c) Seller shall have no liability 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 claimedof 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 falling three that is 12 months following the Closing Date. (3d) 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 Any payments in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability Leakage paid pursuant to Section 1.02(b) shall attach be treated as an adjustment to the Seller or any Management Shareholder in relation to an amount of Leakage to Carlyle Buyer Purchase Price and the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of LeakageT&D Purchase Price (as applicable) for all purposes. 7.9 The aggregate maximum liability of the 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 Management Consideration payable to that Management Shareholder.