No Leakage. 4.1 Subject to clause 4.2, the Sellers warrant and represent on the Agreement Date and on the Closing Date (and undertakes to procure) that in the period from (and excluding) the Locked Box Date to (and including) the Closing Date no Group Company has, save as expressly permitted under this Agreement:
(a) transferred any net value or made any distribution to, or redeemed or repurchased any share or loan capital from, a Leakage Party;
(b) made any payment or performance to or for the direct benefit of a Leakage Party, including payment of any bonuses or management, monitoring or similar fees except in its ordinary course of business in accordance with agreements which terms and conditions are Fairly Disclosed to the Buyer in the Company Disclosure Schedule;
(c) amended the terms or conditions of any existing transaction, agreement or other arrangement with a Leakage Party;
(d) waived or deferred any right to any amount owed from or any other claim against a Leakage Party;
(e) established any guarantee, indemnity or security to or in respect of the obligations or liabilities of a Leakage Party;
(f) paid or incurred any Transaction Costs;
(g) taken any other action or similar which transfers value from the Company to any Leakage Party; or
(h) agreed, committed, resolved, arranged for, or accrued or incurred any obligation, to do anything set out in items 4.1 (a)-(g). As used in clause 4, “Leakage Party” refers to such a party in any capacity, including but not limited to as a shareholder, board member, employee or consultant of the Company.
4.2 The warranty in clause 4.1 shall not apply to any of the following, all of which shall be permitted under this Agreement:
(a) any payment of any amount that is not a Transaction Cost to any board member or consultant of the Company pursuant to their current agreements with the Company or any resolutions by the Company which have been Fairly Disclosed to the Buyer in the Company Disclosure Schedule;
(b) any payment of any salary or other remuneration, including expenses and bonuses, that is not a Transaction Cost, to any employee of the Company pursuant to their current agreements with the Company which have been Fairly Disclosed to the Buyer in the Company Disclosure Schedule;
(c) any payment of any liability reserved for in the Accounts, other than general appropriations; and
(d) any payment, waiver or deferral of any amount agreed under this Agreement.
4.3 The Sellers undertake to notify the Buyer in writing promptly...
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. 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 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. GMSL shall indemnify and hold harmless Fugro, in accordance with Clauses 4.4 and 7 (Settlement of Claims), from any and all Losses that Fugro suffers or incurs as a result of or in connection with any Leakage that occurred in the period as from the Accounts Date up to and including the Completion Date.
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. (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
No Leakage. Since the date of this Agreement, neither the Company nor any of its Subsidiaries have paid any Leakage.
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. After the Effective Date no payments to Seller or any Seller’s Affiliate have been made by the Company, in particular no payments for principal (except for a set-off in the amount of EUR 2,700,000.00 in connection with the IP license agreement according to Section 5.1) or interest under the Intercompany Financing Agreement, excluding (for the avoidance of doubt) payments in the ordinary course of business and consistent with past practice.
