Common use of Leakage Clause in Contracts

Leakage. (a) From (and excluding) the date hereof to (and including) the Closing Date, General Partner and Partnership shall not, and each Seller shall cause General Partner and Partnership to not, permit the occurrence of any Leakage with respect to any Seller. (b) If at any time prior to the Closing Date, General Partner, Partnership or any Seller becomes aware of the occurrence of any Leakage with respect to any Seller during the Locked-Box Period, such Party shall promptly (and in any event within five (5) Business Days) notify the Buyer Parties of the occurrence of such Leakage, the amount thereof and other reasonable details of such Leakage, and the amount of such Leakage shall be deducted from the Purchase Price of the relevant Seller at the Closing in accordance with Section 2.5. (c) Subject to the Closing having taken place, in the event of any breach of Section 7.27(a), each Seller (solely in respect of itself and not in respect of any other Seller) shall on demand by Buyer pay to Buyer, on a dollar for dollar basis, an amount equal to the amount of the Leakage of such Seller, except to the extent that the Purchase Price of such Seller at the Closing has been reduced in respect of such Leakage pursuant to Section 2.5. (d) Notwithstanding Section 7.27(c), no Seller is liable to make a payment under Section 7.27(c) unless Buyer has notified such Seller in writing of the breach of Section 7.27(a) stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling six (6) months after the Closing. (e) For the avoidance of doubt, except as provided under Section 7.27(d), the liability of each Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision of this Agreement. Nothing in this Section 7.27 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud, willful misconduct or willful concealment.

Leakage. 7.1 The Seller covenants and undertakes to the Purchaser that there has not been, and there will not be, any Leakage at any time from (a) From (and but excluding) the date hereof Locked Box Date up to and including the time that Completion occurs, other than in each case to the extent such Leakage (and includingi) comprises Permitted Leakage Payments, and/or (ii) is specifically provided for or reserved for in the Locked Box Accounts or the notes to any such accounts. 7.2 If any Leakage occurs during the period from (but excluding) the Closing DateLocked Box Date up to and including the time that Completion occurs, General Partner the Seller covenants and Partnership shall not, and each Seller shall cause General Partner and Partnership undertakes within five Business Days of receipt of a notice referred to not, permit the occurrence of any Leakage with respect in Clause 7.3 below to any Seller. (b) If at any time prior pay to the Closing Date, General Partner, Partnership or any Seller becomes aware of the occurrence of any Leakage with respect to any Seller during the Locked-Box Period, such Party shall promptly (and in any event within five (5) Business Days) notify the Buyer Parties of the occurrence of such Leakage, the amount thereof and other reasonable details of such Leakage, and the amount of such Leakage shall be deducted from the Purchase Price of the relevant Seller at the Closing in accordance with Section 2.5. (c) Subject to the Closing having taken place, in the event of any breach of Section 7.27(a), each Seller (solely in respect of itself and not in respect of any other Seller) shall on demand by Buyer pay to Buyer, on a dollar for dollar basis, Purchaser an amount in cash equal to the amount of any Leakage received by the Leakage of such Seller, except Seller or its Related Persons. A claim under this Clause 7.2 shall be the sole remedy available to the extent that the Purchase Price of such Seller at the Closing has been reduced in respect of such Leakage pursuant to Section 2.5Purchaser arising (directly or indirectly) from a breach hereof. (d) Notwithstanding Section 7.27(c), no 7.3 The Seller is shall not be liable to make a payment under Section 7.27(c) Clause 7.2 unless Buyer the Purchaser has notified such that Seller in writing of the breach of Section 7.27(a) claim stating in reasonable detail the nature of the breach and, if reasonably practicable, the amount claimed, on or before the date falling six (6) months after the ClosingCompletion. (e) For 7.4 Save in the case of fraud, dishonesty or wilful concealment, the aggregate maximum liability of the Seller for all breaches of the undertaking given by it in Clause 7.1 shall be limited to the actual amount of the Leakage incurred and for the avoidance of doubtdoubt none of the other limitations set out in Schedule 3 shall apply. 7.5 Subject to Clauses 7.3 and 7.4, except as provided under Section 7.27(d), nothing within the actual knowledge of the Purchaser shall qualify or limit the liability of each the Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision of this Agreement. Nothing in this Section 7.27 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud, willful misconduct or willful concealmentClause 7.

Leakage. (a) From The Seller covenants to the Purchaser that in the period from the Locked Box Date up to and including the Completion Date: (and excludingi) neither it, nor any of its Affiliates (other than a Group Company), has received or benefited (or will receive or benefit) from any 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 its Affiliates (other than a Group Company) receiving any Leakage. Notwithstanding anything to the date hereof to (and including) contrary contained herein, the Closing Date, General Partner and Partnership shall not, and each Seller shall cause General Partner and Partnership have no liability to not, permit the occurrence of any Leakage with respect to any SellerPurchaser under this Section 2.3 if Completion does not occur. (b) If any Leakage is notified under Section 2.3(c) and the Seller agrees or is otherwise determined hereunder, in each case at any time or prior to the Closing DateCompletion, General Partner, Partnership or any Seller becomes aware of the occurrence of any Leakage with respect to any Seller during the Locked-Box Period, such Party shall promptly (and in any event within five (5) Business Days) notify the Buyer Parties of the occurrence of such Leakage, the amount thereof and other reasonable details of such Leakage, and the amount of that such Leakage shall be deducted from has occurred, the Purchase Price of the relevant Seller at the Closing in accordance with Section 2.5. (c) Subject to the Closing having taken place, in the event of any breach of Section 7.27(a), each Seller (solely in respect of itself and not in respect of any other Seller) shall on demand be reduced by Buyer pay to Buyer, on a dollar for dollar basis, an amount equal to the amount of such Leakage (a "Leakage Amount"), which shall discharge the Leakage of such Seller, except 's obligation to the extent that the Purchase Price of such Seller at the Closing has been reduced in respect 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 2.52.3(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 Section 7.27(c)anything to the contrary in this Agreement, no Seller is liable to make a payment under Section 7.27(c) unless Buyer has notified such Seller in writing transaction, other than any of the breach of Section 7.27(atransactions or events provided for in clause (a) stating in reasonable detail the nature of the breach anddefinition of the term "Leakage" herein, if practicableundertaken 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 Affiliates, on the other hand, shall be deemed to constitute Leakage. (e) If any payment is to be made by the Seller to the Purchaser in respect of any Leakage Claim, the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser for the Ownership Interest under this Agreement, which shall be deemed to have been reduced by the amount claimed, of such payment. (f) The liability of the Seller pursuant to Section 2.3 shall terminate on or before the date falling six (6) months after the ClosingCompletion Date, unless before that date the Purchaser has notified the Seller in writing of such Leakage (including the Purchaser's good faith estimate together with reasonably detailed supporting documents, on a without prejudice basis, of the amount of the relevant Leakage) in which case the Seller shall remain liable until the claim for such Leakage has been satisfied, settled or withdrawn. (e) For the avoidance of doubt, except as provided under Section 7.27(d), the liability of each Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision of this Agreement. Nothing in this Section 7.27 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud, willful misconduct or willful concealment.

Leakage. 4.1 Each Seller: (i) warrants to the Buyer that, at any time from and excluding the Locked Box Date up to and including the date of this Agreement, no Leakage has occurred; and (ii) undertakes to the Buyer that, at any time from the date of this Agreement to and including Completion, there will be no Leakage. 4.2 If any Leakage occurs from and excluding the Locked Box Date up to and including Completion, to the extent such Leakage is, or is deemed to be pursuant to Clause 4.6(a) or Clause 4.6(b), received by or on behalf of, or benefitted from by, any Seller or its Affiliates or Connected Persons, such Seller shall, subject to both Completion occurring and the subsequent provisions of this Clause 4, pay to the Buyer on demand (on an after-Tax basis) an amount in cash (and in the same currency in which the Leakage occurred) equal to the sum of: (a) From the aggregate amount of such Leakage (other than any Leakage amounts which have already been repaid or reimbursed to the relevant Group Company); (b) all direct losses suffered or incurred by the Buyer or any Group Company as a result of such Leakage (without double counting); and (c) out-of-pocket, documented, third party costs and expenses (excluding any VAT other than Irrecoverable VAT) reasonably incurred by the Buyer Group in recovering such Leakage, save that, for the avoidance of doubt, any amount already taken into account in the calculation of any Agreed Leakage Amount which reduces the Determined Share Consideration and/or the Completion Cash Payment Amount paid at Completion pursuant to Clause 3.5(c) or 3.5(d) (as applicable) shall not be recoverable under this Clause 4.2. 4.3 Each Seller undertakes to notify the Buyer (or, in the case of any Management Seller, the Management Seller Representatives) in writing as soon as is reasonably practicable after actually becoming aware (excluding, for the avoidance of doubt, any constructive or imputed awareness) of any Leakage having taken place at any time in the period from (but excluding) the date hereof Locked Box Date to (and including) Completion that would result in such Seller being required to make a payment under Clause 4.2. The Management Seller Representatives shall notify the Closing DateBuyer in writing as soon as reasonably practicable after receiving any such notice from a Management Seller. 4.4 If any Leakage which has occurred at any time from and excluding the Locked Box Date is notified or comes to the attention of the Buyer on or prior to Completion then, General Partner subject to the relevant Seller(s) (the “Relevant Seller”), in its sole discretion, agreeing in writing that such Leakage has occurred and Partnership agreeing in writing the amount to be paid by the Relevant Seller pursuant to Clause 4.2 in respect of such Leakage (an “Agreed Leakage Amount”), the Buyer shall not, and each be entitled to deduct from the Determined Share Consideration and/or the Completion Cash Payment Amount to be received by the Relevant Seller shall cause General Partner and Partnership pursuant to not, permit Clause 3 the occurrence full amount of such Agreed Leakage Amount in accordance with Clause 3.5(c) or 3.5(d) (as applicable). 4.5 For the avoidance of doubt: (a) the fact that an Agreed Leakage Amount has been agreed pursuant to Clause 4.4 in respect of any Leakage with shall not of itself preclude the Buyer from recovering or claiming any further amounts payable under Clause 4.2 in respect to any Seller.of such Leakage which has not been taken into account in the Agreed Leakage Amount; and (b) If at the fact that any time Leakage is notified or comes to the attention of the Buyer on or prior to Completion but no Agreed Leakage Amount is agreed in respect of it pursuant to Clause 4.4 shall not affect the Closing DateSellers’ obligations or the Buyer’s rights pursuant to Clause 4.2 in respect of that Leakage, General Partnerprovided that, Partnership or to the extent any Seller becomes aware of has notified the occurrence Buyer of any Leakage prior to Completion pursuant to Clause 4.3 and/or Clause 4.4 (“Notified Leakage”) but no Agreed Leakage Amount is agreed in respect of it or the Buyer otherwise elects not to deduct such Notified Leakage from the Purchased Shares Consideration to be received by the Relevant Seller in accordance with Clause 4.4, the liability of the Relevant Seller under Clause 4.2 in respect of such Notified Leakage shall be no greater than it would have been had such Notified Leakage been so deducted in accordance with Clause 4.4. 4.6 For the purposes of Clause 4.2, any Leakage (including any Agreed Leakage Amount): (a) under Clauses 4.10(d) (to the extent not received by or on behalf of, or for the benefit of, any Seller during or any Seller’s Affiliates or Connected Persons) or 4.10(e), shall be regarded as being for the Locked-Box Period, such Party shall promptly (and benefit of each Seller in any event within five (5) Business Days) notify the Buyer Parties of the occurrence accordance with its Relevant Proportion of such Leakage; (b) which is a payment or incurrence of any Tax under Clause 4.10(n), the amount thereof and other reasonable details of such Leakage, and the amount of such Leakage shall be deducted from regarded as having benefitted each Seller to the Purchase Price of extent that the relevant Leakage giving rise to such Tax was received by or on behalf of, or for the benefit of, such Seller at the Closing in accordance with Section 2.5.or such Seller’s Affiliates or Connected Persons; (c) Subject shall include Irrecoverable VAT but exclude VAT other than Irrecoverable VAT; and (d) shall be calculated net of any cash Tax saving reasonably expected to be actually realised by a Group Company as a result of utilising any Relief arising as a result of such Leakage in the accounting period current at Completion, any prior accounting period and/or the immediately subsequent accounting period. 4.7 Except in the case of fraud, any claim to be made by the Buyer pursuant to Clause 4.2 must be made in writing to the Closing having taken place, Institutional Seller and the Management Seller Representatives within nine months following the Completion Date setting out: (a) the Buyer’s calculation of the amount of Leakage; and (b) such other information as is reasonably relevant to the claim at the time and in the event possession or under the control of the Buyer, and each such Seller shall cease to be under any breach of Section 7.27(a), each Seller (solely liability to the Buyer or any other person in respect of itself all and any such claims not so notified to the Institutional Seller and the Management Seller Representatives (provided that any failure to provide or any delay in respect providing any such calculation or information in a claim notice shall not operate to limit the liability of any other Seller) shall on demand by Buyer pay to Buyer, on a dollar for dollar basis, an amount equal to the amount of the Leakage of such Seller, Seller except to the extent that such Seller’s ability to defend such claim is prejudiced or the Purchase Price liability of such Seller at the Closing has been reduced in respect of such Leakage pursuant to Section 2.5. (d) Notwithstanding Section 7.27(c), no Seller is liable to make a payment under Section 7.27(c) unless Buyer has notified such Seller in writing of the breach of Section 7.27(a) stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling six (6) months after the Closing. (e) For the avoidance of doubt, except as provided under Section 7.27(d), the liability of each Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision of this Agreement. Nothing in this Section 7.27 shall have the effect of limiting, restricting or excluding any liability arising increased as a result of such failure or delay). 4.8 The liability of any fraudSeller for any claim notified under Clause 4.7 shall (if it has not been previously satisfied, willful misconduct settled or willful concealmentwithdrawn) cease six months after the date on which such claim was notified by the Buyer unless court proceedings in respect of the subject matter of the claim: (a) have been commenced by being both issued and validly served on such Seller; and (b) have not been withdrawn or terminated and are continuing to be pursued with reasonable diligence by the Buyer. 4.9 The Buyer acknowledges and agrees that: (a) subject to Clause 4.9(b) below, the only remedy available to it under this Agreement for any Leakage is contained in Clauses 3.5(c), 3.5(d) and 4.2; and (b) notwithstanding the foregoing sub-Clause 4.9(a), the Buyer shall be entitled to seek (whether before or after Completion) the remedies of injunction, specific performance and other equitable relief, or any combination of those remedies, for any breach or threatened breach of Clauses 4.1 or 4.2 of this Agreement, without having to prove actual damages.

Leakage. 4.1 The Seller warrants, covenants and undertakes to the Purchaser that there has been no Leakage from (a) From (and but excluding) the date hereof Locked Box Date to (and including) the Closing date of this Agreement. 4.2 The Seller warrants, covenants and undertakes to the Purchaser that if: 4.2.1 there has been Leakage from (but excluding) the Locked Box Date to the date of this Agreement or there is Leakage in the Pre-Completion Period; and/or 4.2.2 any arrangement or agreement has been made prior to the date of this Agreement or is made during the Pre-Completion Period that in either case has resulted or will result in any Leakage (i) from (but excluding) the Locked Box Date to the date of this Agreement; (ii) during the Pre-Completion Period; or (iii) at any time after the Completion Date, General Partner then, the Seller shall, subject to Clauses 4.3 to 4.6 (inclusive), following Completion, pay in cash to the Purchaser on demand a sum equal (on a pound for pound basis) to the amount of (i) such Leakage (including, for the avoidance of doubt, any related Tax Leakage); and Partnership (ii) all reasonable costs properly incurred by the Purchaser’s Group in connection with its recovery of such Leakage (including any Tax suffered by the Purchaser’s Group as a result of any payment received under this Clause 4.2). 4.3 The liability of the Seller pursuant to Clause 4.2 shall notterminate on the date falling six months after Completion (the “Leakage Claim Period Date”) unless prior to that date the Purchaser has notified the Seller in writing of any Leakage. 4.4 Any notice provided pursuant to Clause 4.3 shall set out (to the extent such details are available at the time) the amount and reasonable details of the relevant Leakage (provided that failure to provide such details shall not invalidate notice), in which case, in relation to the relevant Leakage so notified, the Seller shall remain liable until any relevant claims have been satisfied, settled or withdrawn. 4.5 The aggregate liability of the Seller in respect of all and any Leakage Claims shall be limited to, and each shall in no event exceed, an amount equal to sum of (i) any and all Leakage referred to in Clause 4.2; and (ii) all reasonable costs properly incurred by the Purchaser’s Group in connection with its recovery of the relevant Leakage as referred to in Clause 4.2. 4.6 If the Seller shall cause General Partner and Partnership notifies the Purchaser in writing prior to not, permit the occurrence Completion of any Leakage with respect to (on its own behalf or on behalf of any Seller. (b) If at any time prior to the Closing Date, General Partner, Partnership of its Affiliates or any Seller becomes aware of the occurrence of Seller’s or its Affiliates’ respective directors, officers or employees, and including any Leakage with respect to any Seller during the Locked-Box Period, such Party shall promptly (and in any event within five (5related Tax Leakage) Business Days) notify the Buyer Parties of the occurrence of such Leakage, the amount thereof and other reasonable details of such Leakage, and the amount of such Leakage (the “Notified Leakage Amount”), then, pursuant to Clause 3, the Consideration shall, so far as possible, be reduced by an amount equal to such Notified Leakage Amount, which shall be deducted from discharge the Purchase Price Seller’s obligation to make payment of such Notified Leakage Amount pursuant to Clause 4.2 to the extent of the relevant reduction, but shall not relieve the Seller at the Closing in accordance with Section 2.5. (c) Subject to the Closing having taken place, in the event of any breach of Section 7.27(a), each Seller (solely in respect of itself and not liability in respect of any other SellerLeakage (including any related Tax Leakage) shall on demand which is not included within such Notified Leakage Amount or any reasonable costs properly incurred by Buyer pay to Buyer, on a dollar for dollar basis, an amount equal to the amount of the Leakage of such Seller, except to the extent that the Purchase Price of such Seller at the Closing has been reduced Purchaser’s Group in respect its recovery of such Leakage pursuant as referred to Section 2.5.in Clause 4.2. 5 Period before Completion (d) Notwithstanding Section 7.27(c), no Seller is liable to make a payment under Section 7.27(c) unless Buyer has notified such Seller in writing of the breach of Section 7.27(a) stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before 5.1 From the date falling six (6) months after of this Agreement until the Closing. (e) For earlier of Completion or the avoidance of doubt, except as provided under Section 7.27(d), the liability of each Seller under this Section 7.27 shall not be limited, restricted or excluded in any respect by any other provision termination of this Agreement. Nothing , the Seller and the Purchaser shall comply with their respective obligations set out in Schedule 1. 5.2 At least five Business Days prior to the Completion Date, a schedule in substantially the same form (and containing the same information, save where such information is required to be adjusted in order to deliver to the Purchaser the information set out below) as the Draft Completion Schedule (the “Final Completion Schedule”) shall be delivered to the Purchaser by or on behalf of the Seller, setting out, in each case as at the Completion Date: 5.2.1 the Existing Shareholder Debt Repayment Amount; 5.2.2 all of the Seller Transaction Costs of which the Seller is aware, having made all reasonable enquiries, as at the date of preparation and delivery of the Final Completion Schedule; 5.2.3 the Aggregate Notified Leakage Amount; 5.2.4 the Consideration, reflecting the amounts of the Disclosed Seller Transaction Costs and the Aggregate Notified Leakage Amount (if any), each as set out in this Section 7.27 statement and referred to in Clauses 5.2.2 and 5.2.3 above; and 5.2.5 the amount and relevant payee for items of Disclosed Seller Transaction Costs, including details of which Disclosed Seller Transaction Costs have not been and will not be paid prior to Completion. 5.3 The Final Completion Schedule shall have take the effect of limiting, restricting or excluding same form and contain the same information as the Draft Completion Schedule in all respects save for any liability arising as a result of any fraud, willful misconduct or willful concealmentadjustments that need to be made in order for the Seller to deliver to the Purchaser the information referred to in Clauses 5.2.1 to 5.2.5 (inclusive).