No Leakage Sample Clauses
No Leakage. (a) Each of the Warrantors undertakes that it will cause the Group Companies not to incur any Leakage during the period from the Balance Sheet Date to the Closing Date, unless with the prior written consent of the Purchaser.
(b) Subject to the Closing having taken place, if the Seller or any of its Affiliates (other than any Group Company) has received (or is entitled to receive as a result of a binding agreement or binding commitment by any Group Company) a Leakage Amount in respect of any Group Company occurring between the Balance Sheet Date and the Closing Date, the Seller shall be liable to pay to the Purchaser the aggregate sum equal to the Leakage Amount, which amount shall be paid following final determination thereof in accordance with this Section 6.13 and first out of the Indemnity Withheld Amount, to the extent any such amount remains.
(c) If the Purchaser wishes to make a claim for any Leakage under this Section 6.13, it must send a written notice (a “Leakage Notice”) to the Seller. A Leakage Notice shall not be valid unless it specifies in reasonable detail the factual basis of the alleged Leakage and evidence on which the Purchaser relies and sets out the Purchaser’s estimate of the amount of the Leakage Amount (including its calculation of the relevant Leakage Amount). The Seller shall not have any liability under this Section 6.13 unless a Leakage Notice has been sent to the Seller in writing on or before the expiry of 24 months after the Closing.
(d) Unless within twenty (20) Business Days after the date on which the Seller receives the Leakage Notice the Seller notifies the Purchaser in writing that it does not accept the Leakage Notice, the Seller shall be deemed to have accepted such Leakage Notice.
(e) If, within the period of twenty (20) Business Days referred to in Section 6.13(d), the Seller has sent the Purchaser a written notice stating the grounds on which it does not accept the Leakage Notice, the Parties shall negotiate in good faith with a view to reaching an agreement on the matter.
(f) In the event that the Seller and the Purchaser are unable to reach an agreement as aforesaid within twenty (20) Business Days of the Seller giving the notice referred to in Section 6.13(e), the matter shall be submitted for determination by an Expert. For the purposes of this Agreement, an “Expert” means one of the Big Four or any other accounting firm mutually agreed upon by the Purchaser and the Seller, or any other accounting firm selected...
No Leakage. 7.1 GKN warrants and undertakes that from and including the Effective Date and until and including the Share Purchase Time, other than Permitted Leakage:
(A) no member of the GKN Driveline Group has declared, authorised, paid or made (whether actual or deemed) to any member of the Retained Group or any Retained Group Related Person, any dividend, distribution or other return of capital (whether by reduction of capital, purchase of shares or otherwise) or will do any of those things;
(B) no member of the GKN Driveline Group has transferred or surrendered any asset or future benefit to, or assumed, indemnified or incurred any liability (including, without limitation, any indebtedness, expenses or costs) for the benefit of, the Retained Group or any Retained Group Related Person or will do any of those things;
(C) no member of the GKN Driveline Group has made any payment of interest on any loan to any member of the Retained Group or any Retained Group Related Person or will do any of those things;
(D) no member of the GKN Driveline Group has made or will make any payment to any Global Retirement Benefit Arrangement;
(E) no member of the GKN Driveline Group has forgiven, waived or released, whether conditional or not, in favour of any member of the Retained Group or Retained Group Related Person, any sum or obligation due by any such member of the Retained Group to any member of the GKN Driveline Group, or will do any such thing;
(F) no member of the GKN Driveline Group has made any payments for the benefit of the Retained Group or any Retained Group Related Person (including, without limitation, management, advisory, professional services or other such charges, fees, costs or expenses, or any transaction, retention or sale bonuses (including but not limited to any bonuses paid to any person in connection with the transactions contemplated by this Agreement)) or will do any such thing;
(G) no payment has been made by GKN Industries Limited to GKN Enterprise Limited pursuant to clause 10.1(A) or 10.1(B);
(H) no member of the GKN Driveline Group has made any payment of Tax nor incurred any Tax Liability in connection with or arising out of any of the matters referred to in (A) to (G) above; and
(I) no member of the GKN Driveline Group has made or entered into any agreement or arrangement to give effect to any of the matters referred to in (A) to (G) above or will do any of those things, the occurrence of any of the events set out in this clause 7.1 constituting ...
No Leakage. VE agrees that:
(i) during the period from the Locked Box Date to (and including) the date hereof, there has not been any Leakage; and
(ii) during the period from the date hereof to (and including) the Closing, VE shall not permit, and shall cause its Subsidiaries to not permit, any Leakage, provided, that, in each case, VE shall have no Liability to VI under this Section 2.7(a) if the Closing does not occur.
No Leakage. Except any transaction contemplated by or disclosed in this Agreement in the period between 28 February 2021 (the "Effective Date") and the Signing Date, no member of the Target Group has carried out its business outside the ordinary course. Notwithstanding the generality of the foregoing, except any transactions contemplated by or disclosed in this Agreement, in the time period between the Effective Date and the Signing Date:
(a) no member of the Target Group has declared or paid any dividend or made any dividend distribution to the Sellers or any Sellers' Affiliate;
(b) no member of the Target Group has, except as in the ordinary course of business and in accordance with past practice, paid any management fees, monitoring fees, advisory fees, directors’ fees or other fees or compensation to Sellers or any Sellers' Affiliate;
(c) no member of the Target Group has made any divestiture of a shareholding or business with a value in excess of USD 100,000 each;
(d) no member of the Target Group has (i) issued any guarantee or other security interest to secure any indebtedness of a third party in excess of USD 100,000 in an individual case, other than guarantees in favor of any other member of the Target Group or granted in the ordinary course of business and in amounts and on terms consistent with past practice or (ii) created any lien, encumbrance or other security interest of any kind on any asset with respect to a liability in excess of USD 100,000 in an individual case other than in the ordinary course of business and in amounts and on terms consistent with past practice;
(e) no member of the Target Group has made any capital expenditures by additions or improvements to property, plant or equipment or acquisition of other fixed assets (Anlagevermögen), which have not been approved before the Signing Date or which have not been provided for in the respective budget or business plans, except for capital expenditures which do not exceed the amounts provided for in the budget or business plan by more than USD 100,000 in the aggregate;
(f) no member of the Target Group has entered into any sale, lease, license or other disposal of any material fixed assets exceeding USD 100,000 in an individual case;
(g) no member of the Target Group has, except within the framework of the existing financing agreements of the Target Group in place as of the Effective Date (or any extensions or replacement thereof), including, for the avoidance of doubt the existing Shareholder ...
No Leakage. Each of the POM Founders, on a several and not joint basis, hereby warrants to the Purchaser that, in the period from the Locked Box Date to the Closing Date, no Leakage has occurred, save to the extent comprising Permitted Leakage.
No Leakage. 5.5.1 The Seller undertakes to WireCo that since the Accounts Date:
(i) there has not been any Leakage and there will not be any Leakage in the Interim Period; and
(ii) no arrangement or agreement has been made or will be made that will result in any Leakage or any payment or benefit as referred to in sub-paragraph (iii) below; and
(iii) no relation of any Family Member or of Xxxx Xxxx xx Xxxxx Xxxxxxx and no company in which any Family Member or Xxxx Xxxx xx Xxxxx Xxxxxxx or their relations is interested (as a director or shareholder or otherwise) or any trust of which any of them is a beneficiary has received or will receive prior to Closing any payment or benefit from a COS Group Company which would be Leakage if received by a Family Member.
5.5.2 The Seller undertakes to WireCo:
(i) that if there is a breach by it or any of its Affiliates of any of the undertaking set out in this Clause 5.5, it shall pay or procure payment in cash to WireCo of a sum equal to the aggregate of: (i) the amount of the Leakage; and (ii) all costs, Losses, liabilities or expenses suffered or incurred by WireCo or any of its Affiliates (including any COS Group Companies) in connection with the breach; and
(ii) to notify WireCo in writing promptly after becoming aware of anything which would constitute a breach by it or any of its Affiliates of any of the undertakings set out in this Clause 5.5.
5.5.3 It is agreed that none of the limitations of liability set out in Clause 10 shall apply to any claim to indemnification under this Clause 5.5.
No Leakage. The Sellers shall indemnify and hold harmless the Buyer in terms of a non-accessory guarantee in the sense of art. 111 CO, Swiss Franc for Swiss Franc, irrespective of any fault of the Sellers (verschuldensunabhängig), without any deductions and any right of set-off of the Sellers, for and from any Leakage suffered, incurred or discharged by the Company during the period from (and excluding) the Locked Box Date to (and including) the Closing Date, except for the permitted Leakage set forth in Annex 3.4 (the “Permitted Leakage”). No limitations of the Sellers’ liabilities under this Agreement shall apply to any claims the Buyer may have under or in connection with this Section 3.4.
No Leakage. 5.1 The Seller undertakes to the Purchaser that if:
(a) there has been any Leakage since 30 April 2017; or
(b) any arrangement or agreement has been made or is made that has resulted in any Leakage since 30 April 2017, then the Seller shall, subject to clause 5.2, following Closing, pay or procure payment in cash to the Purchaser on demand of a sum equal to the amount of such Leakage received by or on behalf of, or for the benefit of, the Seller or any member of the Seller’s Group.
5.2 The liability of the Seller pursuant to this clause 5 shall terminate on the date falling six months after Closing unless before that date the Purchaser has notified the Seller in writing of a breach of the undertakings set out in clause 5.1, setting out the amount of such Leakage together with reasonable evidence thereof, in which case, in relation to any relevant breaches notified, the Seller shall remain liable until any relevant Claims have been satisfied, settled or withdrawn.
No Leakage. Except as expressly permitted by the last section of Clause 13.1.1 or as set out in Schedule 8.22, during the period between the Effective Date and the Closing Date, there has not been nor will there be any Leakage (as defined in Clause 13.2) that has not been remedied prior to or on the Closing Date.
No Leakage. (a) Since the Effective Date through the Signing Date, no Leakage, other than Permitted Pre-Signing Leakage has occurred with respect to a Group Company. For purposes of this Agreement Leakage means