Locked Box Guarantee Sample Clauses

Locked Box Guarantee. 5.1.1 The Sellers hereby guarantee to the Purchasers, severally but not jointly and subject to the provisions of Section 5.4, by way of an independent promise of guarantee pursuant to Section 311 paragraph (1) BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) that during the period from and including the Effective Date up to and including the Signing Date, no Leakage other than Permitted Leakage has occurred that has not been remedied prior to or on the Signing Date (the Locked Box Guarantee). 5.1.2 Leakage shall mean any of the following actions or payments that are carried out or made for the benefit, or upon the request or initiative, of a Seller or a Seller’s Affiliate (other than the Target or the WILD Flavors Companies and, if Closing of this Agreement and closing of the WDI Transaction happen on the same date or consecutive date, other than WDI): (1) any interim or other dividend or any equivalent distribution (whether in cash or in kind, open or constructive) approved, declared, paid or made by, or for the account of, the Target or any WILD Flavors Company and any withdrawal from any capital account, partnership account or loan account; (2) any return of capital (either by reduction of capital or redemption or purchase of shares, withdrawal from capital accounts or partnership accounts or in an equivalent manner) by, or on account of, the Target or any WILD Flavors Company; (3) except for the measures set forth in Annex 5.1.2