Common use of No Leakage Clause in Contracts

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 after becoming aware of any Leakage, specifying the amount of the Leakage and the nature thereof. 4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

No Leakage. 4.1 Subject to clause 4.2Except as set forth on Section 3.22 of the Disclosure Letter, since 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 Locked-Box Date to (and including) the Closing Date no Group Company has, save as expressly permitted under this AgreementDate: (a) transferred no dividend, return of capital or other distribution of profits, cash or assets has been paid, made or declared by the Company (including pursuant to the Retained Cash Distribution) or the Contributor (including pursuant to the Merger) to any net value or made any distribution toCompany Affiliated Person, or redeemed or repurchased any share or loan capital fromin each case, a Leakage Partyin excess of the Estimated Retained Cash; (b) no payments have been made any payment by or performance to or for the direct benefit on behalf 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 Schedulewith respect to Company Transaction Expenses; (c) amended the terms no payments (whether by gift or conditions otherwise) or obligations to make payments (including costs and expenses of any existing transactionCompany Affiliated Person) have been paid, agreement made, incurred or other arrangement with a Leakage Partyaccrued by or on behalf of the Company to or for the benefit of any Company Affiliated Person; (d) waived no share capital or deferred any right to any amount owed from other interest, equity or any other claim against a Leakage Partysecurities of the Company has been redeemed, repurchased or repaid for value; (e) established no amounts, obligations or Liabilities owed or due to the Company by a Company Affiliated Person have been waived, released or forgiven; (f) no sale of any asset of the Company to, or the purchase of any asset by the Company from, a Company Affiliated Person has occurred; (g) no payment has been made under any guarantee, indemnity or security to or provided by the Company in respect of the obligations or liabilities of a Leakage Partyany Company Affiliated Person; (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) agreedno payment has been made of any fees, committed, resolved, arranged for, costs or accrued or Tax incurred any obligation, to do anything by the Company as a result of those matters 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: paragraphs (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; (bg) 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 appropriationsabove; and (di) the Company has not agreed to take any payment, waiver or deferral of the actions set forth in Section 3.22(a) through (h). Each of any amount agreed under this Agreement. 4.3 The Sellers undertake to notify such events in Section 3.22(a) through (i), taken from and after the Buyer in writing promptly after becoming aware of any LeakageLocked-Box Date through the Closing Date, specifying the amount of the Leakage and the nature thereofamounts involved or attributable thereto, without duplication, being “Company Leakage”; provided, however, that, in no event will “Company Leakage” mean or include Permitted Company Leakage. 4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

No Leakage. 4.1 Subject to clause 4.2Except as set forth on Section 4.20 of the Disclosure Letter, since 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 Locked-Box Date to (and including) the Closing Date no Group Company has, save as expressly permitted under this AgreementDate: (a) transferred no dividend, return of capital or other distribution of profits, cash or assets has been paid, made or declared by Acquiror to any net value or made any distribution to, or redeemed or repurchased any share or loan capital from, a Leakage PartyAcquiror Affiliated Person; (b) no payments have been made any payment by or performance on behalf of the Acquiror with respect 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 ScheduleAcquiror Transaction Expenses; (c) amended the terms no payments (whether by gift or conditions otherwise) or obligations to make payments (including costs and expenses of any existing transactionAcquiror Affiliated Person) have been paid, agreement made, incurred or other arrangement with a Leakage Partyaccrued by or on behalf of Acquiror to or for the benefit of any Acquiror Affiliated Person; (d) waived no share capital or deferred any right to any amount owed from other interest, equity or any other claim against a Leakage Partysecurities of Acquiror has been redeemed, repurchased or repaid for value; (e) established no amounts, obligations or Liabilities owed or due to Acquiror by an Acquiror Affiliated Person have been waived, released or forgiven; (f) no sale of any asset of Acquiror to, or the purchase of any asset by Acquiror from, an Acquiror Affiliated Person has occurred; (g) no payment made under any guarantee, indemnity or security to or provided by Acquiror in respect of the obligations or liabilities of a Leakage Partyany Acquiror Affiliated Person; (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) agreedno payment of any fees, committed, resolved, arranged for, costs or accrued or Tax incurred any obligation, to do anything by Acquiror as a result of those matters 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: paragraphs (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 (g) above 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 appropriationsmade; and (di) Acquiror has not agreed to take any payment, waiver or deferral of the actions set forth in Section 4.20(a) through (h). Each of any amount agreed under this Agreement. 4.3 The Sellers undertake to notify such events in Section 4.20(a) through (i), taken from and after the Buyer in writing promptly after becoming aware of any LeakageLocked-Box Date through the Closing Date, specifying the amount of the Leakage and the nature thereofamounts involved or attributable thereto, without duplication, being “Acquiror Leakage”; provided, however, that, in no event will “Acquiror Leakage” mean or include Permitted Acquiror Leakage. 4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

No Leakage. 4.1 Subject to clause 4.2, 2.4.1 Between the Sellers warrant and represent on the Agreement Last Accounting 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 date of this Agreement: (a) transferred any net value no dividend or other distribution of profits or assets has been declared, paid or made by any distribution to, Group Company or redeemed would be treated as having been paid or repurchased made by any share Group Company to or loan capital from, a Leakage Partyfor the benefit of any Seller or any Seller Affiliate; (b) no payment has been made any payment by or performance on behalf of a Group Company to or for the direct benefit of a Leakage Party, including payment of any bonuses Seller 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 Scheduleany Seller Affiliate; (c) amended the terms no share or conditions loan capital or other securities of any existing transactionGroup Company has been redeemed, repurchased or repaid or results in a payment to or an agreement or other arrangement with obligation to make a Leakage Partypayment to any Seller or any Seller Affiliate; (d) no amount, liability or obligation owed to any Group Company by any Seller or any Seller Affiliate has been waived or deferred any right to any amount owed from forgiven or any other claim against a Leakage Partydiscounted; (e) established no asset, right or other benefits has been transferred by any guarantee, indemnity Group Company to any Seller or security to or in respect of the obligations or liabilities of a Leakage Partyany Seller Affiliate; (f) paid no liabilities have been assumed or incurred (or any Transaction Costsindemnity given in respect thereof) by any Group Company for the benefit of any Seller or any Seller Affiliate; (g) taken no Encumbrance has been created over any other action of the assets of any Group Company in favour of or similar which transfers value from for the Company to benefit of any Leakage Party; orSeller or any Seller Affiliate; (h) agreedno management, committedmonitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been paid by or on behalf of any Group Company to or for the benefit of any Seller or any Seller Affiliate, resolved, arranged forexcept that the payment of such fees or bonuses is consistent with past practice; (i) no costs or expenses of any Seller or any Seller Affiliate relating to the transactions contemplated by the Transaction Documents (to any person), or accrued to the other transactions contemplated by this Agreement (including any professional advisers’ fees and any transaction 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 sale bonuses or other payments payable as a shareholderresult of the completion of the sale of the Sale Shares (to any person)), board memberhave been paid or incurred, employee by or on behalf of any Group Company to or on behalf of any Seller or any Seller Affiliate; (j) no Group Company has amended the terms of its borrowing or indebtedness in the nature of borrowing owed by it to any Seller or any Seller Affiliate or for the benefit of any Seller or any Seller Affiliate; (k) no payment of exit bonus has been made to any Seller, any Seller Affiliate or any director, employee, representative or consultant of any Group Company, any Seller or any Seller Affiliate as a result of Completion, and no obligation to make such payment will arise as a result of Completion; (l) no agreements, understandings or arrangements have been entered into whereby the Company. 4.2 The warranty in clause 4.1 shall not apply to person directly benefiting from any of the following, all of which shall be permitted under this Agreement:matters referred to in paragraphs 2.4.1 (a) any payment of any amount that is not to 2.4.1(k) above confers (directly or indirectly) a Transaction Cost to any board member or consultant of the Company pursuant to their current agreements with the Company benefit on a Seller or any resolutions by the Company which have been Fairly Disclosed to the Buyer in the Company Disclosure ScheduleSeller Affiliate; (bm) any payment of any salary or other remuneration, including expenses and bonuses, that is not a Transaction Cost, to any employee none of the Company pursuant Sellers nor any Seller Affiliate has agreed or committed to their current agreements with do any of the Company which have been Fairly Disclosed to the Buyer things set out in the Company Disclosure Schedule;paragraphs 2.4.1 (ca) any payment of any liability reserved for in the Accounts, other than general appropriationsto 2.4.1(l) above; and (dn) no Tax has been or will be paid, payable or agreed to be paid, by any payment, waiver or deferral of Group Company in connection with any amount agreed under this Agreement. 4.3 The Sellers undertake to notify the Buyer in writing promptly after becoming aware of any Leakage, specifying the amount of the Leakage matters set out above (and no Tax would be so paid or payable but for the nature thereof.availability of Relief), 4.4 In the event of a breach of this clause 4(a) to 2.4.1(n) above, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage AmountLeakage”). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

No Leakage. 4.1 Subject to clause 4.2, 7.1 GKN warrants and undertakes that from and including the Sellers warrant and represent on the Agreement Effective Date and on until and including 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 hasShare Purchase Time, save as expressly permitted under this Agreementother than Permitted Leakage: (aA) transferred any net value 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 redeemed assumed, indemnified or repurchased incurred any share liability (including, without limitation, any indebtedness, expenses or loan capital fromcosts) for the benefit of, a Leakage Partythe Retained Group or any Retained Group Related Person or will do any of those things; (bC) no member of the GKN Driveline Group has made any payment of interest on any loan to any member of the Retained Group or performance to any Retained Group Related Person or for the direct benefit will do any 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 Schedulethose things; (cD) amended no member of the terms GKN Driveline Group has made or conditions of will make any existing transaction, agreement or other arrangement with a Leakage Partypayment to any Global Retirement Benefit Arrangement; (dE) no member of the GKN Driveline Group has forgiven, waived or deferred released, whether conditional or not, in favour of any right 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 amount owed from member of the GKN Driveline Group, or will do any other claim against a Leakage Partysuch thing; (eF) established any guarantee, indemnity or security to or in respect no member of the obligations GKN Driveline Group has made any payments for the benefit of the Retained Group or liabilities of a Leakage Party; any Retained Group Related Person (f) paid including, without limitation, management, advisory, professional services or incurred any Transaction Costs; (g) taken any other action such charges, fees, costs or similar which transfers value from the Company to any Leakage Party; or (h) agreed, committed, resolved, arranged forexpenses, or accrued any transaction, retention or incurred any obligation, to do anything set out in items 4.1 sale bonuses (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 any bonuses paid to any person in connection with the transactions contemplated by this Agreement)) or consultant 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 Company.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 4.2 The warranty in clause 4.1 shall not apply (I) no member of the GKN Driveline Group has made or entered into any agreement or arrangement to give effect to any of the followingmatters referred to in (A) to (G) above or will do any of those things, all the occurrence of which any of the events set out in this clause 7.1 constituting an incident of “Leakage”. 7.2 The parties acknowledge and agree that none of the following events shall be permitted under this Agreementconstitute an incident of Leakage: (aA) any payment payments or accruals in respect of any amount that is not ordinary course payments consistent with past practice to be made by a Transaction Cost to any board member or consultant of the Company GKN Driveline Group or part of the GKN Driveline Business to GKN Investments LP, pursuant to their current agreements property leases from time to time granted by GKN Investments LP in accordance with the Company terms of the limited partnership agreement between GKN Holdings Plc, GKN Investments LP, GKN Group Pension Trustee Limited and GKN Group Pension Trustee (No. 2) Limited dated 31 May 2013, as amended or any resolutions by the Company which have been Fairly Disclosed restated from time to the Buyer in the Company Disclosure Scheduletime; (bB) any payment payments or transfers of cash under and in accordance with the GKN Group’s cash pooling and treasury management arrangements existing as at the date of this Agreement (provided that a corresponding intercompany balance is duly recorded by the payor or transferor in respect of any salary such payment or other remuneration, including expenses transfer and bonuses, provided that is not a Transaction Cost, to any employee of such cash pooling balances are settled in cash at the Company pursuant to their current agreements Share Purchase Time in accordance 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 appropriationsclause 10); and (dC) any payment, waiver or deferral the assumption by SpinCo of any amount agreed GKN’s liabilities under this Agreementthe Reorganisation Note pursuant to clause 4.1(C) and the Reorganisation Note Assumption Deed. 4.3 The Sellers undertake 7.3 Promptly following service by SpinCo (or any person on behalf of SpinCo) on GKN of a Leakage Notice, GKN and SpinCo shall seek to notify agree the Buyer amount of the relevant Leakage. A Leakage Notice shall be in writing promptly after becoming aware of any Leakage, specifying without prejudice to clause 7.9 and shall specify in reasonable detail the amount nature of the Leakage and the nature thereofamount claimed. 4.4 In 7.4 If the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any LeakageLeakage stated in a Leakage Notice is disputed by GKN, GKN shall give notice in writing of such fact to SpinCo within 10 Business Days of receipt of the Leakage Notice specifying in reasonable detail the matters which are in dispute (a “Leakage AmountDispute Notice”). To the extent that GKN and SpinCo cannot reach agreement on the amount of Leakage within 10 Business Days after service of a Dispute Notice, SpinCo or GKN may refer the dispute to the Expert, on the basis that the Expert is to make a decision on the dispute and notify SpinCo and GKN of its decision within 30 Business Days of receiving the reference or such longer reasonable period as the Expert may determine. 4.5 7.5 Each party shall bear its own costs with respect to the finalisation of any amount of Leakage. The Sellers' liability in respect costs of this clause 4 the Expert shall be several (borne by GKN and not joint and several) on a pro rata basis in proportion to their shareholding in the Company SpinCo as set out in Appendix 1. Each Seller clause 7.6(C) below. 7.6 In any reference to the Expert in accordance with clause 7.4 above: (A) the Expert shall act as an expert and not as an arbitrator; (iB) for the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties; (C) the costs of the Expert shall be paid by GKN and SpinCo equally or as otherwise determined by the Expert; and (D) each of GKN and SpinCo shall respectively provide or procure the provision to the Expert of all such information as the Expert shall reasonably require. 7.7 If any amount of Leakage to itself is agreed or its Affiliates or Ultimate Ownersdetermined before the Share Purchase Time, as a primary obligor notwithstanding any provision of this Agreement, the parties hereby agree that the consideration payable in respect of the Shares shall be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to reduced by an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1amount of such Leakage. 4.6 Notwithstanding anything 7.8 If any amount of Leakage is agreed or determined in accordance with clause 7.3 or clause 7.4 after the Share Purchase Time, to the contrary set out in this Agreementextent such any amount of Leakage is not already accounted for pursuant to clause 7.7, the liability parties hereby agree that an amount in cash equal to the amount of such Leakage shall be paid by GKN to SpinCo on an after-Tax basis immediately following such agreement or determination (as far as possible by way of repayment of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 Cash Consideration). 7.9 GKN shall not be subject to liable in respect of any claim or obligation arising as a result of any Leakage unless GKN has received a Leakage Notice from SpinCo (or any person on behalf of SpinCo) on or before the limitations of liability set out in clause 13date which is nine months after the Share Purchase Time.

No Leakage. 4.1 Subject to clause 4.2, the Sellers warrant and represent on the Agreement Date and on the Closing Date (a) The Seller covenants and undertakes to the Buyer that it shall procure) , to the extent that it is able, that no Leakage shall occur in the period from (and excluding) the Locked Box Date December 31, 2009 up 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;Closing. (b) Each of the following shall, if done or committed to in the period from (and excluding) December 31, 2009 up to (and including) Closing, constitute a “Leakage”: (i) any dividend, or distribution declared, paid, made or agreed or obligated to be made by the Company to the Seller; (ii) any payment payments made (including management fees, professional advisers fees, consulting fees, monitoring fees, service fees, directors’ fees or performance any other amounts under any agreement or arrangement), or agreed or obligated to be ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. made, by any Mepha Group Company to or for the direct benefit of a Leakage Party(or assets transferred to or liabilities assumed, including payment indemnified, or incurred by any Mepha Group Company for the benefit of) the Seller or any member of the Seller’s Group; (iii) any fees, bonuses or expenses in connection with the transactions contemplated by this Agreement owed by either Seller or any member of the Seller’s Group to the extent paid, payable, assumed, indemnified or incurred by any Mepha Group Company; (iv) any payments made or agreed to be made by any Mepha Group Company to the Seller or to any member of the Seller’s Group in respect of any bonuses share capital or managementother securities of any Mepha Group Company being issued, monitoring redeemed, purchased or similar fees except repaid, or any other return of capital; (v) the waiver by any Mepha Group Company of any debt or amount owed to it by the Seller or any member of the Seller’s Group; (vi) any indemnity or waiver granted by any Mepha Group Company or any of its subsidiaries in its ordinary course favour or for the benefit of business the Seller or any member of the Seller’s Group; and (vii) any agreement or arrangement proposed or entered into between any Mepha Group Company and the Seller or any member of the Seller’s Group relating to any matter referred to in accordance this Section 11.1.4(b); provided, however, that (i) any payment under the Retention Bonus Plan, (ii) the repayment of the Seller’s Loan, (iii) any payment or actions in connection with agreements which terms the VEM Loan Assignment Agreement and conditions are Fairly Disclosed German VEM Loan Assignment Agreement, (iv) the release of pledge rights in connection with the VEM Loan Assignment Agreement, or (v) any other action contemplated by this Agreement and required to be taken by such Party under this Agreement, shall not be considered to fall within the Buyer in the Company Disclosure Schedule;definition of Leakage. (c) amended the terms or conditions of any existing transactionFrom and after Closing, 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 if there has been any Leakage Party; or (h) agreedbetween December 31, committed2009 and Closing, resolvedat the Buyer’s discretion, 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: either (a) any payment the Buyer shall be entitled to claim the amount of any amount that is not a Transaction Cost to any board member Leakage in accordance with Section 5 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 after becoming aware of any Leakage, specifying the amount of the Leakage and the nature thereof. 4.4 In the event of a breach of this clause 4, the Sellers Seller shall pay to the Buyer (or to the gross amount relevant Mepha Group Company, if so directed by the Buyer) within ** Portions of any Leakage, (a “Leakage Amount”). 4.5 The Sellers' liability in respect the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners1934, as amended. five (5) Business Days of receipt of a primary obligor be fully liable for demand from the Leakage AmountBuyer, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability amount of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.any Leakage

No Leakage. 4.1 Subject In accordance with and under the limitations set out in clause 7.1, each Seller guarantees to clause 4.2the Purchaser that it has not and no Seller Connected Person has received or benefitted from (other than by an increase of the value of its HEG-Shares) any Leakage, other than a Permitted Leakage (in each case as defined below), between the Sellers warrant Effective Date and represent the Signing Date that has not been remedied prior to or 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:Signing Date. (a) transferred Leakage shall mean (i) any net value payment or made declaration of any dividend or similar distribution to(whether in cash or in kind) by any of the Group Companies (except to other Group Companies), or redeemed any reduction of its paid-up share capital, or repurchased repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its share capital, (ii) any payment by any of the Group Companies of interest on, the increase of interest payable on, or loan capital fromrepayment of principal of, the Loan Notes or any other indebtedness of any Group Company owed to a Leakage Party;Seller or a Seller Connected Person, (iii) any payment by any of the Group Companies of, or any Group Company incurring a liability to pay transaction costs (including legal, accounting and financial advisory fees and expenses), (iv) any payment by any of the Group Companies of, or any Group Company on a liability to pay any, brokerage, finder’s fee, commission, advisor’s fee, bonus or other compensation (in each case of (iii) and (iv) to the extent related to the execution of this Agreement, or the preparation or consummation of the Transaction, any of which shall be deemed to be of benefit to each Seller), (v) any payment to a Seller or a Seller Connected Person by any of the Group Companies of, or any Group Company on a liability to pay any management, service or other charge or fee, provided that the foregoing is not a bona fide, arm’s length commercial transaction on customary terms and is not related to the Transaction, (vi) any transfer to a Seller or a Seller Connected Person of a right or asset by a Group Company, provided that the foregoing is not a bona fide, arm’s length commercial transaction on customary terms and is not related to the Transaction, (vii) any assumption or incurring of any liability by any Group Company on behalf of or for the benefit of a Seller or a Seller Connected Person, provided that the foregoing is not a bona fide, arm’s length commercial transaction on customary terms and is not related to the Transaction, (viii) any waiver, release or deferral by a Group Company of any obligation owed to it by a Seller or a Seller Connected Person, provided that the foregoing is not a bona fide, arm’s length commercial transaction on customary terms and is not related to the Transaction, (ix) any grant to a Seller or a Seller Connected Person by any Group Company of any surety, guarantee or indemnity, provided that the foregoing is not a bona fide, arm’s length commercial transaction on customary terms and is not related to the Transaction, (x) any transaction entered into by a Group Company which is not at arms’ length, or (xi) any commitment of any Group Company to do any of the foregoing, including, in respect of all payments and payment commitments referred to in clauses (i) to (xi) above, inclusive, any Tax associated with such payments or payment commitments. (b) made Permitted Leakage shall mean (i) any accrual of interest payable to the Loan Note Holders under the Loan Notes, (ii) any payment or performance commitment to pay to the Sellers or for any person or entity Connected with the direct benefit Sellers under any service agreement (Dienstleistungsvertrag) listed in Exhibit 7.2.3(b)(ii), up to a maximum of EUR 350,000 per calendar quarter, (iii) any payment or commitment to pay as set forth in Exhibit 7.2.3(b)(iii) and (iv) any payment to the Indigo Sellers of the Holdback Payment Amount, in all cases of (i) to (iv) above including any Tax associated with such payments or payment commitments. The amount of the Permitted Leakage specified under no. 5 through 11 in Exhibit 7.2.3(b)(iii) (Transaction Advisor Fees) shall be notified by the Sellers (acting through the Sellers’ Representative) to the Purchaser three (3) Business Days prior to the Closing Date and shall reduce the Share Purchase Price on an Euro-by-Euro basis which shall discharge the Sellers’ obligation to make 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;such amount. (c) amended the terms A person or conditions of any existing transaction, agreement or other arrangement entity is Connected with a Leakage Party;Seller or Loan Note Holder if: (i) the Seller or Loan Note Holder is a company and that person or entity is an Affiliate of the Seller or Loan Note Holder; and (ii) the Seller or Loan Note Holder is an individual and that person or entity is a “related person” (nahestehende Personen) within the meaning of sec. 138 (1) of the German insolvency act (Insolvenzverordnung) or a trust (as recognised under English law) which was established by the Seller or Loan Note Holder or any person or entity Connected with the Seller or Loan Note Holder or of which the Seller or Loan Note Holder or any person or entity Connected with the Seller or Loan Note Holder is a beneficiary (any such person, if Connected with a Seller, a Seller Connected Person). (d) waived or deferred Affiliate of 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 company means an affiliate of such company within the meaning of sec. 15 et. seq. of the obligations or liabilities of a Leakage Party; German Stock Corporation Act (fAktiengesetz – AktG) paid or incurred and 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 company of which shall be permitted under this Agreement: (a) it is an affiliate and any payment affiliate of any amount that company of which it 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; an affiliate (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 after becoming aware of any Leakage, specifying the amount of the Leakage and the nature thereof. 4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”Group Companies). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

No Leakage. 4.1 Subject (a) The Seller shall procure (x) that no Leakage, other than Permitted Leakage, will occur between the Effective Date and the Closing Date that has not been remedied prior to clause 4.2, the Sellers warrant and represent or on the Closing Date, and (y) that no arrangement or agreement has been made or will until the Closing Date be made that will result in any Leakage that has not been remedied prior to or on the Closing Date. (b) Leakage shall mean: (i) any payment or declaration of any interim, exceptional or other dividend or similar distribution of profits (whether in cash or in kind) of the Group Companies; (ii) any asset transfer, purchase or disposal, other than under the Intra-Group Agreements, which is not made within the ordinary course of business and at arms’ length; (iii) any payment in connection with services provided under the IT TSA and the Engineering Services Agreement Date at a price exceeding the current terms and conditions agreed upon between the Seller’s Affiliates and the Group Companies or not consistent with past practice, excluding the impact of any foreign exchange movement; (iv) any return of capital (whether by repurchase, repayment, reduction, redemption, cancellation of any share capital, loan capital or other securities); (v) any encumbrance created over any of the assets of the Group Companies other than by operation of law; (vi) the grant of a waiver, release or deferral in respect of any sum due or obligation owed; in each case of paragraphs (i) to (vi) above, by or on behalf of any of the Group Companies to, or on behalf of, or for the benefit of the Seller or any of the Seller’s Affiliates (except payments to other Group Companies); (vii) any transaction with, or payment (whether in cash or in kind) to, or to the benefit of the Seller or any of the Seller’s Affiliates by, or on behalf of any of the Group Companies (except payments to other Group Companies) which is not made within the ordinary course of business and at arms’ length terms, provided that Intra-Group Agreements disclosed in the Data Room shall be deemed to be within the ordinary course of business and at arms’ length terms; (viii) any option entitling the Seller and/or any of the Seller’s Affiliates to receive payments or to acquire assets from Tower Europe Group after the Closing Date, with the exception of payments in connection with services provided under the IT TSA and the Engineering Services Agreement; (ix) any payment of Transaction Expenses by any of the Group Companies. Transaction Expenses shall mean the amount of, without duplication, (a) the fees, costs and expenses owed by the Group Companies to their investment bankers, attorneys, accountants, advisors, brokers and other professionals payable in connection with or relating to the negotiation of this agreement or the consummation of the transactions contemplated hereby (including the Pre-Sale Restructuring), and (b) the aggregate amount of any transaction bonuses, transaction commissions, transaction-related incentive payments, change of control, transaction-related retention, stay or similar compensatory payments owed by the Group Companies to any former or current director, officer, manager, consultant, or employee thereof (in such capacity) (in each case, including any social security, unemployment or other employment, withholding or payroll Taxes or similar amounts owed by or imposed on the Company, or for which the Company may otherwise be liable, in each case, triggered in connection with, as a result of, or arising from the payment of such aggregate amount); in each case undertaken or committed on or before the Closing Date; or (x) any undertaking or commitment before or 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 hasdo, save as expressly permitted under this Agreement: (a) transferred any net value make 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 pay any of the followingabove; but, 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 after becoming aware of any Leakage, specifying the amount of the Leakage and the nature thereof. 4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”). 4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1. 4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall does not be subject to the limitations of liability set out in clause 13include any Permitted Leakage.