Common use of Leakage Clause in Contracts

Leakage. 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer in respect of, and shall be liable to pay to the Buyer an amount (on a euro- for-euro basis) in cash equal to, any such Additional Leakage; (b) the Sellers’ obligations under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount of Additional Leakage has been finally determined in accordance with this Section 3.8.2. 3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, to the extent possible, be allocated to the relevant Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate of a specific Seller), each Seller shall be deemed to have received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage based on this Section 3.8 shall terminate on the first (1st) anniversary of the Closing Date.

Leakage. 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf 9.1 Each of the Sellers deliver, no later than two (2) Business Days prior and each of the EBT Beneficiaries severally covenants to the Closing Buyer (in respect of itself and its Related Persons only) that: 9.1.1 in the Buyer period from the Locked Box Date up to and including Completion neither it nor any of its Related Persons have received or benefited from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons have consented to or voted in favour of, through the exercise of any powers or rights it has as director or shareholder in the Company or as a written statement of all Leakages (if any) identified by the Sellers prior party to the ClosingExisting Shareholders’ Agreement (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, setting out any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the nature period from the Locked Box Date up to and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1Completion. 3.8.2 If 9.2 In the event of any Leakage other than Notified Leakage which is prohibited by clause 9.1 (an Additional Leakage) is discov- ered by the Buyer: (a) but subject always to clauses 9.3, 9.4 or 9.5), the relevant Seller(s) who have (Seller or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate EBT Beneficiary, as the Buyer in respect ofcase may be, and shall be liable severally covenants to pay to the Buyer on demand an amount (on a euro- for-euro basis) in cash equal toto the amount or value of such Leakage received by it or by any of its Related Persons or in respect of which it or any of its Related Persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any such Additional Leakage; (b) the Sellers’ obligations claim under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount of Additional Leakage clause 9 unless written notice has been finally determined in accordance with this Section 3.8.2. 3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, to the extent possible, be allocated given to the relevant Seller who has (or whose Affil- iate has) EBT Beneficiary, as the case may be, on or before the date which is nine months following the Completion Date. 9.4 Save in the case of fraud or wilful concealment, the liability of each Seller and each EBT Beneficiary under this clause 9 shall not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or benefitted from EBT Beneficiary, as the respective Leakagecase may be, and by any of its Related Persons or in respect of which that Seller or EBT Beneficiary, as the Seller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (case may be, or any Affiliate of a specific Sellerits Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to clause 22 of this Agreement (Grossing Up), each Seller shall be deemed to have received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right 9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to make a Claim for Additional Leakage based on this Section 3.8 clause 9 shall terminate on the first (1st) anniversary not be subject to any of the Closing Datelimitations set out in Schedule 7.

Leakage. 3.8.1 Prior 8.1 With respect to the Closing, the Sellers shall prepare, period from (and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(sexcluding) the Leakage relatesLocked Box Date up to (and including) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the BuyerCompletion: (a) each Seller (in respect of itself only) severally covenants to the relevant Seller(sPurchaser that: (i) who have neither it, nor any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group has received (or whose Affiliate(swill receive) haveany amount of Leakage; and (ii) received of benefitted from such Additional Leakage shall compensate the Buyer no arrangement or agreement has been made or entered into with it (or will be made or entered into) that has resulted or will result in respect of, and shall be liable to pay to the Buyer an amount (on a euro- for-euro basis) in cash equal toit, any such Additional member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group receiving any Leakage;; and (b) the Company covenants to the Purchaser that 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, any member of its Seller’s Group receiving any Leakage. 8.2 In the event of any Leakage that would otherwise result in a breach of the covenant contained in subclause 8.1, the relevant Seller (in respect of itself only) severally covenants to the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to pay to the Purchaser or the Company (at the Purchaser’s election) within fifteen (15) Business Days of notification an amount in cash equal to the aggregate of the amount or value of such Leakage received by (or deemed to have been received by) it, any member of its Seller’s Group or any Connected Person to it (or in respect of which it, any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group has benefited), less an amount equal to any Leakage Tax Adjustments arising directly as a result of such Leakage. 8.3 The Company or the relevant Seller shall, by notice in writing delivered to the Purchaser, in accordance with subclause 6.2 and specifically referencing this subclause, notify the Purchaser as soon as reasonably practicable of any Leakage that has occurred or will occur in the period between the Locked Box Date and Completion (the Notified Leakage) and Net Notified Leakage. To the extent a Leakage Tax Adjustment has been taken into account in calculating Net Notified Leakage, the Sellers shall provide reasonable details and evidence of the nature and quantum of such Leakage Tax Adjustment. 8.4 In the event of any Notified Leakage, the Aggregate Consideration shall be reduced by an amount equal to the Notified Leakage less an amount equal to any Leakage Tax Adjustments in respect of that Leakage (the Net Notified Leakage) and: (a) where the Net Notified Leakage is not specifically attributable to one or more Sellers’ obligations under this Section 3.8.2 are several and not joint, and such reduction shall be allocated as set out in Section 3.8.3; (c) if between the Buyer and Sellers such that the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable Aggregate Consideration payable to agree upon the amount each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1Net Notified Leakage; and (db) where any Net Notified Leakage is specifically attributable to one Seller only, the Aggregate Consideration payable to that Seller shall be reduced by an amount equal to that Net Notified Leakage, provided that to the extent that the Aggregate Consideration is so reduced, the relevant Seller(sSeller shall have no liability under subclause 8.1 or 8.2 in respect of such Notified Leakage. 8.5 For the purposes of this clause 8, any Leakage within limb (o) of the definition of Leakage shall pay be, in the Additional case of Tax falling within limb (o)(i), apportioned amongst and deemed to have been received by the Sellers in the same manner as the Leakage in limbs (a) to (n) to which the Buyer no later than twenty Tax in question relates; and in the case of Tax falling within limb (20o)(ii), apportioned amongst and deemed to have been received by each Seller in that Seller’s Relevant Proportion. 8.6 The Purchaser may notify the relevant Seller of a Leakage Claim on or before the date falling the earlier of: (i) nine (9) months after Completion; and (ii) 30 Business Days from after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date when that is less than three (3) months before the end of the fiscal year, the Purchaser may, at its sole option, extend the period contemplated by this clause (ii) by an additional 15 Business Days, setting out the amount of Additional such Leakage has together with reasonable evidence thereof, including in respect of any associated Tax and any Leakage Tax Adjustment a reasonable estimation and underlying assumptions thereof, in which case, in relation to any alleged breaches so notified, the Sellers shall remain liable until any relevant claims in respect of this clause 8 have been finally determined in accordance with this Section 3.8.2satisfied, settled or withdrawn. 3.8.3 Any 8.7 Subject to clause 8.4, Leakage (including any Notified Leakage and any Additional Leakage) shall, to the extent possible, shall be allocated as between the Sellers such that the Aggregate Consideration payable to the relevant each Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakagepursuant to this agreement, and the Seller who has (or whose Affiliate has) received or benefitted less an amount equal to any Leakage Tax Adjustment resulting from such Leakage shall be solely responsible for repaying such Leakage to (and, in the Buyer. To the extent case of any Leakage has not been received specifically attributable to one or benefitted any specific Seller (or any Affiliate of a specific Seller)more Sellers, each Seller shall be deemed to have received its Pro Rata Portion Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage. 3.8.4 ) for the purpose of this subclause 8.7) shall be reduced by such amount. The Buyer’s right to make a Claim for Additional Leakage based on this Section 3.8 Sellers shall terminate on the first (1st) anniversary not be liable more than once in respect of the Closing Datesame Leakage, regardless of whether more than one category of Leakage arises in respect of it. A claim by the Purchaser under clause 8 shall be the Purchaser’s sole remedy in respect of any breach of clause 8 and/or any matter constituting Leakage.

Leakage. 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer4.1 Each Vendor severally: (a) warrants to the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer Purchaser in respect ofof itself only that, from (and excluding) the Locked Box Date up to (and including) the date of this Agreement, neither it nor any of its Connected Persons has received (which shall be liable deemed to pay include the benefit of any agreement or arrangement which is subject to the Buyer an amount limb (on a euro- for-euro basisi) in cash equal to, of Leakage) any such Additional Leakage other than Permitted Leakage;; and (b) undertakes to the Sellers’ obligations under Purchaser that it shall procure that, in respect of itself only, during the period commencing from (but excluding) the date of this Section 3.8.2 are several and not jointAgreement up to Completion, and neither it nor any of its Connected Persons will receive (which shall be allocated as set out in Section 3.8.3;deemed to include the benefit of any agreement or arrangement which is subject to limb (i) of Leakage) any Leakage other than Permitted Leakage. (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable 4.2 Subject to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled Completion occurring in accordance with Section 13.1; andthe terms of this Agreement and to the remainder of this Clause 4: (da) in the relevant Seller(s) event of a breach of Clause 4.1 by any Vendor, such Vendor shall pay the Additional Leakage to the Buyer no later than twenty (20) Purchaser within 10 Business Days from the date when after the amount of Additional Leakage has been agreed by the applicable Vendor or finally determined by a court of competent jurisdiction an amount in accordance with this Section 3.8.2. 3.8.3 Any cash equal to the aggregate amount of any Leakage (including excluding, for the avoidance of doubt, any Notified 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 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 Additional Leakage) shall, VAT which is recoverable as input Tax by any member of the Purchaser Group in respect of any matter giving rise to the extent possible, be allocated to the relevant Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent provided that any Leakage has not been received or benefitted any specific Seller (or any Affiliate arising under limb 4.6(h) of a specific Seller), each Seller that definition associated with such receipt shall be deemed to have been actually received its Pro Rata Portion by such Vendor (and treated as received on the date on which the Leakage occurred to which the Leakage under limb (h) of Leakage is connected); and (b) provided further that (i) any claim to be made by the Purchaser 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 LeakageLeakage 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. 3.8.4 The Buyer’s right 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 make it for Leakage and a Claim for Additional Leakage based on this Section 3.8 shall terminate on the first (1st) anniversary breach of the Closing Dateprovisions 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 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 any of its Connected Persons plus the Reverse Ticker Amount (if any), 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. 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 Group Company) an amount in respect of the alleged Leakage which would otherwise have given rise to a claim under this Agreement, and in such circumstances the relevant Vendor shall have no liability in respect of such claim to the extent of the Sum Recovered. For the purposes of this Clause, “

Leakage. 3.8.1 Prior 4.1 Each Seller undertakes to the ClosingPurchaser that in the period from (and excluding) the Locked Box Date up to (and including) the Completion Date there has been no Leakage and no arrangement or agreement or offer has been made or entered into that has resulted or will result in any Leakage. 4.2 In the event of any Leakage which is prohibited by Clause 4.1 (but subject always to Clause 4.3), (x) if such Leakage is identified prior to the Sellers shall prepareCompletion Date, and the Sellers’ Representative shall on behalf notify the Purchaser of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Clause 3.4(b), and such amount shall be deducted from the Consideration; or (y) if such Leakage other than Notified Leakage is identified following the Completion Date, subject to the limitations on each Sellers’ liability set out in this Clause 4 and Schedule 5, each Seller covenants to the Purchaser to pay or procure payment to the Purchaser (an Additional Leakageor to its order) is discov- ered on written demand by the BuyerPurchaser an amount in cash equal to the aggregate of the amount or value of such Leakage, provided that, in each case: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional any Leakage shall compensate the Buyer in respect of, and shall may not be liable required to pay be repaid more than once to the Buyer an amount (on a euro- for-euro basis) in cash equal to, any such Additional LeakagePurchaser; (b) to the Sellers’ obligations under this Section 3.8.2 are several and extent the Leakage concerns an item which is not jointthe payment of a sum of monies, and the payment shall be allocated equal to the amount which places the relevant Group Company in the same position as set out in Section 3.8.3if such Leakage had not occurred; (c) if to the Buyer and the Seller(s) who (or whose Affiliate(s)) have extent any Leakage is received or benefitted from made in favour of a given Seller or its Related Persons, the Additional Leakage are unable to agree upon payment obligation shall be entirely borne by such Seller and such Seller shall also be liable for the full amount of the Additional any Tax (including amounts in respect of VAT and/or employer’s social security contributions) arising on or with respect to such Leakage payable hereunder, the matter shall be settled (in accordance with Section 13.1the closing language of such defined term) regardless of the person on whom that Tax is primarily chargeable; and (d) the relevant Seller(s) shall pay the Additional Leakage subject to the Buyer no later than twenty (20) Business Days from the date when the amount of Additional Leakage has been finally determined in accordance with this Section 3.8.2. 3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shallClause 4.2(c), to the extent possiblethe Leakage is received by a third party and not by a Seller or a member of such Seller’s Group or Related Person, be allocated to the relevant Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from such Leakage repayment obligation shall be solely responsible for repaying such Leakage to borne by all Sellers, in proportion of the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate Relevant Proportion of a specific each Seller), each . 4.3 No Seller shall be liable for any claim under this Clause 4 unless written notice has been given to the Sellers’ Representative on or before the date which is the earlier of: (a) 9 months following the Completion Date and (b) 2 months post completion of the audit of the Group’s consolidated financial statements for the year ended 31 December 2019 (such date, the “Cut-Off Date”); provided, that notwithstanding the foregoing, if the Longstop Date is extended to the Extended Longstop Date pursuant to Clause 6.10, then the “Cut-Off Date” will be the date which is 9 months following the Completion Date. 4.4 Save in the case of fraud, the aggregate liability of each Seller for breach of this Clause 4 shall not in any circumstances exceed the Consideration received by such Seller. For the purposes of this Clause 4.4, any deemed adjustment (by way of reduction) to have the Consideration pursuant to paragraph 20 of Schedule 5 shall be disregarded in determining the Consideration received its Pro Rata Portion by such Seller. 4.5 The Sellers undertake to notify the Purchaser in writing as soon as reasonably practicable after becoming aware of such anything that would constitute, or would reasonably be expected to constitute, the occurrence of any Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage based on this Section 3.8 shall terminate on the first (1st) anniversary of the Closing Date.

Leakage. 3.8.1 Prior 4.1 The Seller warrants and undertakes to the ClosingPurchaser that, in the period from the Locked Box Date to and including the date of this Agreement, there has not been any Leakage and from the date of this Agreement to Completion there will not be any Leakage. 4.2 In the event of any Leakage between the Locked Box Date and Completion, the Sellers Seller shall prepare, indemnify and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer in respect of, and shall be liable covenants to pay to the Buyer Purchaser on demand an amount (on a euro- for-euro basis) in cash equal toto the amount or value of the Leakage received by it, any such Additional Leakage; (b) the Sellers’ obligations under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount member of the Additional Seller’s Group or any of their respective officers, directors or employees (as applicable), or in respect of which any such person has benefited (save that the Seller shall also bear any Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the that is a Tax amount of Additional Leakage that has been finally determined in accordance with this Section 3.8.2. 3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, to the extent possible, be allocated paid directly to the relevant Seller who Tax Authority and has (not therefore been received by the relevant person or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from in respect of which such Leakage persons have benefitted). A claim under this Clause 4.2 shall be solely responsible for repaying such Leakage the sole remedy available to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate Purchaser arising from a breach of a specific Seller), each Seller shall be deemed to have received its Pro Rata Portion of such LeakageClause 4.1. 3.8.4 4.3 The Buyer’s right Seller is not liable to make a Claim for Additional payment under Clause 4.2 unless the Purchaser has notified the Seller in writing of the occurrence of the Leakage based to which any such payment relates, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on this Section 3.8 shall terminate on or before the first (1st) six month anniversary of the Closing Completion Date. 4.4 Subject to Clause 4.5, the aggregate liability of the Seller in respect of this Clause 4 shall not exceed an amount equal to the Leakage actually received by or benefitting the relevant person (save that the Seller shall also bear any Leakage that is a Tax that has been paid directly to the relevant Tax Authority and has not therefore been received by the relevant person or in respect of which such persons have benefitted). 4.5 Nothing in this Clause 4 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud or wilful concealment by the Seller, any member of the Seller’s Group or any of their respective Affiliates.