Common use of Leakage Clause in Contracts

Leakage. 8.1 With respect to the period from (and excluding) the Locked Box Date up to (and including) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser that: (i) 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 will receive) any amount of Leakage; and (ii) 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 it, any 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, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) 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 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 be, in the 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 Tax in question relates; and in the case of Tax falling within limb (o)(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 after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date 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 such Leakage 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 satisfied, settled or withdrawn. 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, in the case of any Leakage not specifically attributable to one or more Sellers, each Seller shall be deemed to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose of this subclause 8.7) shall be reduced by such amount. The Sellers shall not be liable more than once in respect of the same 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. 8.1 With respect 6.1 Each Seller severally covenants, warrants and undertakes to the Purchaser that in relation to it or its Related Persons: (i) during the period commencing on the Locked-Box Date 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 (and but excluding) the Locked 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) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser that: (i) 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 will receive) any amount of Leakage; and (ii) 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 it, any 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 8.1Completion Date, the relevant Seller (in respect of itself onlyprovided Completion occurs) severally covenants to the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to pay to the Purchaser or upon written demand from the Company (at the Purchaser’s election) within fifteen (15) Business Days of notification Purchaser in accordance with Clause 6.3, an amount in cash equal to the aggregate of the amount or value of such any Leakage received by (or deemed to have been received byin accordance with the definition of Leakage) it, by it and/or by any member of its Seller’s Group or any Connected Person to it (or Related Persons and/or in respect of which it, it and/or any member of its Seller’s Group or any Connected Person Related Persons has actually benefitted. 6.3 No Seller shall be liable to it or any member make a payment under this Clause 6 unless the Purchaser has notified such Seller (as the case may be) in writing 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 occurrence of the Leakage to which any such payment relates, stating in reasonable detail and including all reasonably available supporting material the nature and quantum of such Leakage Tax Adjustment. 8.4 In the event of any Notified Leakageand, if practicable, 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 Sellersclaimed, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) 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 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 be, in the 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 Tax in question relates; and in the case of Tax falling within limb (o)(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: six (i) nine (96) months after Completion; and (ii) 30 Business Days after the Company approves its audited financial statements for Completion Date. 6.4 No liability shall attach to any Seller in relation to an amount of Leakage to the financial year in which Completion occurs; provided extent that if Completion occurs on a date that is less than three (3) months before such Leakage has been recovered by the end Purchaser or any of member of the fiscal yearPurchaser 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, at its sole option, extend the period contemplated by this clause (ii) by an additional 15 Business Days, setting out the amount of such Leakage together with reasonable evidence thereof, including may only recover once in respect of any associated Tax and particular item of Leakage. Nothing herein shall require the Purchaser to bring 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 other claim in respect of any particular item of Leakage before bringing a claim against the Sellers for Leakage under this clause 8 have been satisfied, settled or withdrawnClause 6. 8.7 Subject 6.5 Notwithstanding anything to clause 8.4the contrary in this Agreement, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less no transaction undertaken on an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, arms' length basis and in the case 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 Leakage not specifically attributable to one Institutional Seller or more Sellersits Related Persons, each Seller 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 have constitute Leakage. 6.6 The aggregate maximum liability of a Seller under this Clause 6 shall not in any circumstances exceed the amount of Leakage received or benefited from by such Seller and its Relevant Proportion Related Persons (without double counting). 6.7 For the purposes of this Clause 6, any Leakage falling within limb (j) of that Leakage definition (less an amount equal to any Leakage “Tax Adjustments resulting from such Leakage) for the purpose of this subclause 8.7”) shall be reduced by such amount. The Sellers shall not deemed to be liable more than once in respect of the same Leakage, regardless of whether more than one category of Leakage arises in respect of it. A claim received by the Purchaser under clause 8 shall be Seller which received or benefitted from (or is deemed to have received or benefitted from) the Purchaser’s sole remedy in respect of any breach of clause 8 and/or any matter constituting LeakageLeakage to which such Tax Leakage relates.

Leakage. 8.1 With respect 5.3.1 Each Seller covenants and undertakes to the Purchaser that in the period from (and excluding) the Locked Box Date up to (and including) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser thatrelevant Completion Date: (i) neither itit shall procure, nor to the extent it is able, that no Leakage from any member Group Company shall occur; (ii) it shall procure that no Group Company has amended or will amend the terms of its Seller’s Group or any Connected Person Indebtedness owed by it to it the Sellers or any member of the Seller’s Sellers’ Group has received (or will receive) any amount of Leakage; and (ii) 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 it, any other than a member of its Seller’s the same Sale Group or any Connected Person as such Group Company) to it the benefit of the Sellers or any member of the Seller’s Sellers’ Group receiving (other than a member of the same Sale Group as such Group Company); (iii) it shall procure that none of the Sellers nor any member of the Sellers Group has agreed or committed to any Leakage; and (b) the Company covenants , except, in any case, as disclosed 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 prior to the date of its Seller’s Group receiving any Leakagethis Agreement. 8.2 5.3.2 In the event of any Leakage that would otherwise result in a breach of from, but excluding, the covenant contained in subclause 8.1Locked Box Date to, and including, the relevant Completion Date the relevant Seller (in respect shall within 5 Business Days of itself only) severally covenants to demand for payment thereof by the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to Purchaser pay to the Purchaser or by way of an adjustment to the Company (at consideration for the Purchaser’s election) within fifteen (15) Business Days of notification relevant Shares an amount in cash equal to (on a $ for $ basis) the aggregate Losses with respect to the Leakage received by or given for the benefit of the amount Sellers or value a member of the Sellers’ Group or any nominee or agent or any other person receiving any Leakage on behalf of any of the foregoing. Provided that the Purchaser shall not be entitled to demand payment of any Leakage as referred to in this Clause 5.3.2 to the extent that such Leakage has been deducted from (i) the BMM Share Value in arriving at the BMM Share Consideration; (ii) the Lisheen Share Value in arriving at the Lisheen Share Consideration; or (iii) the Namibia Share Value in arriving at the Namibia Share Consideration. 5.3.3 No Seller shall be liable under this Agreement in respect of any Leakage unless a notice of such Leakage received is given by (or deemed the Purchaser to have been received by) it, any member of its Seller’s Group or any Connected Person to it (or such Seller in respect of which it, any member of its Seller’s Group or any Connected Person to it or any member writing within six months of the Seller’s Group has benefited), less relevant Completion Date. 5.3.4 The Purchaser will pay to the relevant Seller an amount equal to any Leakage Tax Adjustments arising directly Taxation for which the relevant Group Company would otherwise have been accountable or liable which is actually reduced or extinguished 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 (which a payment has been made to the Net Notified Leakage) and: (a) where the Net Notified Leakage is not specifically attributable to one or more Sellers, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) 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 LeakagePurchaser under Clause 5.3.2, provided that the Purchaser shall not be liable to make any payment under this Clause 5.3.4 to the extent that the Aggregate Consideration is so reduceda payment has been made under either paragraph 3.4 of Schedule 5, the relevant Seller shall have no liability under subclause 8.1 paragraph 2.3 of Schedule 6 or 8.2 paragraph 2.3 of Schedule 7 in respect of such Notified Leakage. 8.5 For the purposes of . The due date for this clause 8, any Leakage within limb payment will be thirty (o30) of the definition of Leakage shall be, in the 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 Tax in question relates; and in the case of Tax falling within limb (o)(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 after the Company approves its audited financial statements for date on which such Taxation is actually reduced or extinguished. 5.3.5 For the financial year avoidance of doubt, save as provided in which Completion occurs; provided that if Completion occurs on a date that is less than three (3) months before Clauses 5.3.2, and 5.3.3 and Clause 12.4.3, the end liability of any of the fiscal yearSellers under this Clause 5.3 shall not be limited, 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 such Leakage together with reasonable evidence thereof, including restricted or excluded 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 other provision of this clause 8 have been satisfied, settled or withdrawnAgreement including the provisions of Clause 12 (other than Clause 12.4.3). 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, in the case of any Leakage not specifically attributable to one or more Sellers, each Seller shall be deemed to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose of this subclause 8.7) shall be reduced by such amount. The Sellers shall not be liable more than once in respect of the same 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. 8.1 With respect 4.1 The Seller warrants and undertakes to the Purchaser that, in the period from (and excluding) the Locked Box Date up to (and including) 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: (a) each , the Seller (in respect of itself only) severally shall indemnify and covenants to pay to the Purchaser that: (i) neither on demand an amount in cash equal to the amount or value of the Leakage received by it, nor any member of its Seller’s Group or any Connected Person to it or any member of the Seller’s Group or any of their respective officers, directors or employees (as applicable), or in respect of which any such person has received benefited (or will receive) save that the Seller shall also bear any Leakage that is a Tax amount of Leakage; and (ii) no arrangement or agreement that has been made paid directly to the relevant Tax Authority and has not therefore been received by the relevant person or entered into with it in respect of which such persons have benefitted). A claim under this Clause 4.2 shall be the sole remedy available to the Purchaser arising from a breach of Clause 4.1. 4.3 The Seller is not liable to make a payment under Clause 4.2 unless the Purchaser has notified the Seller in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the six month anniversary of the 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 (or will be made or entered into) save that the Seller shall also bear any Leakage that is a Tax that has resulted been paid directly to the relevant Tax Authority and has not therefore been received by the relevant person or will 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 in itof any fraud or wilful concealment by the Seller, any 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 Leakagetheir respective Affiliates. 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, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) 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 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 be, in the 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 Tax in question relates; and in the case of Tax falling within limb (o)(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 after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date 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 such Leakage 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 satisfied, settled or withdrawn. 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, in the case of any Leakage not specifically attributable to one or more Sellers, each Seller shall be deemed to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose of this subclause 8.7) shall be reduced by such amount. The Sellers shall not be liable more than once in respect of the same 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. 8.1 With 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants to the Buyer (in respect to of itself and its Related Persons only) that: 9.1.1 in the period from (and excluding) the Locked Box Date up to (and including) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser that: (i) including Completion neither it, it nor any member of its Seller’s Group Related Persons have received or any Connected Person to it or any member of the Seller’s Group has received (or will receive) benefited from any amount of Leakage; and (ii) no arrangement 9.1.2 neither it nor any of its Related Persons have consented to or agreement voted in favour of, through the exercise of any powers or rights it has been made as director or entered into with it shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or will be made the failure to exercise any such powers or entered intorights) that has resulted or will result in the giving of instructions to any director appointed by it, any member of its Seller’s Group or any Connected Person Leakage 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 be paid, made or entered into incurred (or will agreed to be paid, made or entered intoincurred) that has resulted or will result in it, any member of its Seller’s Group receiving any Leakagethe period from the Locked Box Date up to and including Completion. 8.2 9.2 In the event of any Leakage that would otherwise result in a breach of the covenant contained in subclause 8.1which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5), the relevant Seller (in respect of itself only) or EBT Beneficiary, as the case may be, 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 Buyer on demand an amount in cash equal to the aggregate of the amount or value of such Leakage received by (it or deemed to have been received by) it, by any member of its Seller’s Group or any Connected Person to it (Related Persons 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 Leakageits Related Persons have benefitted. 8.3 The Company 9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any claim under this clause 9 unless written notice has been given to the relevant Seller shallor EBT Beneficiary, by notice in writing delivered to as 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, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) 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 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 case may be, in the 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 Tax in question relates; and in the case of Tax falling within limb (o)(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 which is nine months following the earlier of: (i) nine (9) months after Completion; and (ii) 30 Business Days after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date 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 such Leakage 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 satisfied, settled or withdrawnDate. 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, 9.4 Save in the case of any Leakage not specifically attributable to one fraud or more Sellerswilful concealment, the liability of each Seller and each EBT Beneficiary under this clause 9 shall be deemed not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or in respect of which that Seller or EBT Beneficiary, as the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose clause 22 of this subclause 8.7) shall be reduced by such amount. The Sellers Agreement (Grossing Up). 9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be liable more than once in respect subject to any of the same Leakage, regardless of whether more than one category of Leakage arises limitations set out 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 LeakageSchedule 7.