Common use of Locked Box Claims Clause in Contracts

Locked Box Claims. (i) No Locked Box Claim may be made against Etika unless notice of the Locked Box Claim, specifying in reasonable detail the legal and factual basis and evidence on which the Locked Box Claim is made and LTC’s estimate of the amount of Leakage which is the subject of such Locked Box Claim (“Locked Box Claim Notice”), is served on Etika in writing as soon as practicable after LTC becomes aware of the circumstances giving rise to the Locked Box Claim, and in any case, within twelve (12) months following the Option Closing Date. (ii) Within fifteen (15) Business Days of receiving the Locked Box Claim Notice, Etika shall either pay in cash an amount equal to Exxxx’s Pro Rata Share of the relevant Leakage actually paid or required to be paid by the relevant Target Group Company giving rise to such Locked Box Claim to LTC or Etika shall dispute the existence and/or value of any Leakage amount claimed by sending a written notice to LTC setting out in reasonable detail the legal and factual basis of such dispute and evidence on which Etika relies (a “Locked Box Claim Dispute Notice”). (iii) Upon receipt of a Locked Box Claim Dispute Notice, LTC and Etika shall negotiate in good faith and act reasonably to agree on the amount of the Leakage. If Etika and LTC cannot agree on the amount of the Leakage within thirty (30) Business Days of receipt of the Locked Box Claim Dispute Notice by LTC, then the matter (“Locked Box Claim Dispute”) shall be determined in accordance with the provisions of Schedule B. (iv) No liability shall attach to Etika in respect of any Locked Box Claim to the extent that the Locked Box Claim is based upon a liability which is contingent only or is otherwise not capable of being quantified unless and until such liability ceases to be contingent and becomes an actual liability or becomes capable of being quantified, as the case may be. For the avoidance of doubt, no disputed Leakage amounts shall be payable under this Section 6.2 by Etika unless and until such amounts have been agreed, finalised and/or determined in accordance with this Section 6.2. Notwithstanding the foregoing, LTC shall be permitted to deliver a Locked Box Claim Notice to Etika based upon a contingent liability pursuant to this Section 6.2 even if such contingent liability has not been quantified or become an actual liability. For the avoidance of doubt, for so long as the Locked Box Claim is delivered by LTC to Etika within twelve (12) months following the Option Closing Date pursuant to Section 6.2(i), even if such contingent liability becomes an actual liability or becomes capable of being quantified, as the case may be, after twelve (12) months following the Option Closing Date, Etika shall continue to be liable for such liability. (v) If closing of the transactions contemplated by this Agreement does not occur, Etika shall have no liability to LTC under this Section 6. (vi) LTC’s only right and remedy under this Section 6 shall be an adjustment made pursuant to Section 3.6 and/or any payments made pursuant to this Section 6.2. LTC shall not be entitled to recover from Etika or any other person more than once for the same damage suffered, whether under this Section 6.2 or any other provision of this Agreement, which for the avoidance of doubt includes any right to recover under any policy of insurance. No liability shall attach to Etika in respect of any Locked Box Claim if and to the extent that such Locked Box Claim relates to any loss or damage recoverable by LTC or any of its Subsidiaries under any policy of insurance (after taking into account any deductible under such insurance policy and less any taxation suffered or payable on the proceeds and any reasonable out of pocket expenses suffered or incurred by LTC or any of its Subsidiaries in connection with the claim). (vii) The maximum liability of Etika in respect of a single Locked Box Claim shall not exceed Exxxx’s Pro Rata Share of the amount of Leakage giving rise to such claim actually paid by or required to be paid by the relevant Target Group Company.

Locked Box Claims. (i) No Locked Box Claim may be made against Etika Geely unless notice of the Locked Box Claim, specifying in reasonable detail the legal and factual basis and evidence on which the Locked Box Claim is made and LTC’s estimate of the amount of Leakage which is the subject of such Locked Box Claim (“Locked Box Claim Notice”), is served on Etika Geely in writing as soon as practicable after LTC becomes aware of the circumstances giving rise to the Locked Box Claim, and in any case, within twelve (12) months following the Option Closing Date. (ii) Within fifteen (15) Business Days of receiving the Locked Box Claim Notice, Etika Geely shall either pay in cash an amount equal to ExxxxGeely’s Pro Rata Share of the relevant Leakage actually paid or required to be paid by the relevant Target Group Company giving rise to such Locked Box Claim to LTC or Etika Geely shall dispute the existence and/or value of any Leakage amount claimed by sending a written notice to LTC setting out in reasonable detail the legal and factual basis of such dispute and evidence on which Etika Geely relies (a “Locked Box Claim Dispute Notice”). (iii) Upon receipt of a Locked Box Claim Dispute Notice, LTC and Etika Geely shall negotiate in good faith and act reasonably to agree on the amount of the Leakage. If Etika Geely and LTC cannot agree on the amount of the Leakage within thirty (30) Business Days of receipt of the Locked Box Claim Dispute Notice by LTC, then the matter (“Locked Box Claim Dispute”) shall be determined in accordance with the provisions of Schedule B. (iv) No liability shall attach to Etika Geely in respect of any Locked Box Claim to the extent that the Locked Box Claim is based upon a liability which is contingent only or is otherwise not capable of being quantified unless and until such liability ceases to be contingent and becomes an actual liability or becomes capable of being quantified, as the case may be. For the avoidance of doubt, no disputed Leakage amounts shall be payable under this Section 6.2 by Etika Geely unless and until such amounts have been agreed, finalised and/or determined in accordance with this Section 6.2. Notwithstanding the foregoing, LTC shall be permitted to deliver a Locked Box Claim Notice to Etika Geely based upon a contingent liability pursuant to this Section 6.2 even if such contingent liability has not been quantified or become an actual liability. For the avoidance of doubt, for so long as the Locked Box Claim is delivered by LTC to Etika Geely within twelve (12) months following the Option Closing Date pursuant to Section 6.2(i), even if such contingent liability becomes an actual liability or becomes capable of being quantified, as the case may be, after twelve (12) months following the Option Closing Date, Etika Geely shall continue to be liable for such liability. (v) If closing of the transactions contemplated by this Agreement does not occur, Etika Geely shall have no liability to LTC under this Section 6. (vi) LTC’s only right and remedy under this Section 6 shall be an adjustment made pursuant to Section 3.6 and/or any payments made pursuant to this Section 6.2. LTC shall not be entitled to recover from Etika Geely or any other person more than once for the same damage suffered, whether under this Section 6.2 or any other provision of this Agreement, which for the avoidance of doubt includes any right to recover under any policy of insurance. No liability shall attach to Etika Geely in respect of any Locked Box Claim if and to the extent that such Locked Box Claim relates to any loss or damage recoverable by LTC or any of its Subsidiaries under any policy of insurance (after taking into account any deductible under such insurance policy and less any taxation suffered or payable on the proceeds and any reasonable out of pocket expenses suffered or incurred by LTC or any of its Subsidiaries in connection with the claim). (vii) The maximum liability of Etika Geely in respect of a single Locked Box Claim shall not exceed ExxxxGeely’s Pro Rata Share of the amount of Leakage giving rise to such claim actually paid by or required to be paid by the relevant Target Group Company.