Permitted Leakage Clause Samples
The Permitted Leakage clause defines specific types or amounts of payments, distributions, or value transfers that are allowed to occur from a target company to its sellers or related parties prior to the completion of a transaction, without breaching the agreement. In practice, this clause typically lists acceptable items such as agreed dividends, management fees, or certain expenses that can be paid out before closing, distinguishing them from unauthorized 'leakage' that would reduce the company's value. Its core function is to provide clarity and certainty for both buyer and seller by explicitly stating which pre-closing payments are acceptable, thereby preventing disputes and ensuring the purchase price reflects only agreed deductions.
POPULAR SAMPLE Copied 10 times
Permitted Leakage. 1. Any payments or fees, or accruals in respect of any payments or fees to be made by any of the Target Group Companies pursuant to existing agreements; provided that (a) any such payments, charges, fees or accruals are (i) made or arise in the ordinary course of business and consistent with past practice and (ii) reasonably necessary for the operation of the business of the Target Group and (b) any such agreements were entered into on arms’ length terms.
2. Any payments or accruals in respect of payments to be made of salaries, remuneration, expenses and directors’ fees, awards and allocations of, and accruals of entitlements to, bonuses and other discretionary amounts provided that any such payments, awards or allocations, or accruals in respect of such payments, awards and allocations are made or arise in the ordinary course of business consistent with past practice.
3. Any other payments, accruals, assumptions, indemnifications or the incurrence of any other liabilities by any of the Target Group Companies to which LTC has given its consent in writing.
4. Any tax payable by any of the Target Group Companies as a consequence of any of the matters referred to in paragraphs 1 to 3 of Part 2 of this Schedule A.
Permitted Leakage. The following payments (without duplication) made or to be made by or on behalf of any Group Company:
Permitted Leakage. For purposes of this Agreement, “Permitted Leakage” means:
Permitted Leakage. For the avoidance of doubt, any Distribution or Payment may also occur after the Effective Date and shall be considered as Permitted Leakage (as defined below); in any case only if made in accordance with Sections 4.3.1 through 4.3.5.
Permitted Leakage the redemption of preference shares in the amount of US$570,000,000 paid by the Company on 26 February 2021;
Permitted Leakage. The Parties acknowledge and agree that as promptly as practicable after the date hereof and in any event prior to the Closing, Seller and Nissin shall cause VNBZ to pay as a dividend to Seller and Nissin, as shareholders of VNBZ, an amount equal to Ten Million Dollars ($10,000,000) in the aggregate, in accordance with their shareholding percentage of VNBZ prior to the Closing.
Permitted Leakage. The following matters (being “Permitted Leakage”) shall not constitute Leakage:
(a) any payments made (or to be made) by any Target Group Company to any Seller Related Party details of which are expressly listed under subclause (a) of Schedule 3 of the Disclosure Letter;
(b) any payments made (or to be made) by any Target Group Company which have been specifically accrued, or to the extent that provision, reserve or allowance has been made for it, in the Locked Box Accounts;
(c) any payments in respect of salaries, directors’ fees, pension contributions, performance or other bonuses or other re-imbursements, benefits, fees or expenses made to, or in respect of, services provided by Seller Parent or any Seller Related Party which are made (or to be made) by any Target Group Company in the ordinary course of business and in accordance with the terms of the related employment or service contract or arrangements provided such are listed under subclause (c) of Schedule 3 of the Disclosure Letter;
(d) all matters set out in the account transactions reports relating to each Target Group Company as expressly listed under subclause (d) of Schedule 3 of the Disclosure Letter;
(e) any provision of service to Seller Parent or an Affiliate of Seller Parent in respect of time spent and services provided by employees of a Target Group Company, in each case in connection with the Transaction;
(f) any payment made (or to be made) in connection with trading in respect of goods or services provided in the ordinary course of business on arms’ length terms, including (i) the Target Company’s payments in the ordinary course of business to Seller Parent or one of its Affiliates for advertising services paid by Seller Parent or an Affiliate of Seller Parent on the Target Company’s behalf, or (ii) payments in the ordinary course of business received by Seller Parent or one of its Affiliates on behalf of the Target Company pursuant to search revenue arrangements, or otherwise to the extent expressly listed under subclause (f) of Schedule 3 of the Disclosure Letter;
(g) any payment made (or to be made) of agreed transaction bonuses to any employee of any Target Group Company to the extent expressly listed under subclause (g) of Schedule 3 of the Disclosure Letter;
(h) directors’ and officers’ insurance costs consistent with the directors’ and officers’ insurance costs of the Target Group in the 12 months prior to the Locked Box Date to the extent expressly listed under subclause (h)...
Permitted Leakage any of the following payments or transactions made, or to be made, between the Target Companies, on the one hand, and any LP Unitholder, any other member of the Investor Group or any of their respective Affiliates (other than the Target Companies), on the other hand:
Permitted Leakage. The Parties acknowledge and agree that the Group shall be entitled to make or have made the Dividend Payment in the Interim Period, of which an amount of EUR 32,300,000 shall qualify as permitted leakage (the "Permitted Leakage").
Permitted Leakage. All payments of remuneration, benefit in kind, directors’ fees and expenses and monitoring fees made to or for the benefit of the Seller or any of the Seller’s Related Parties as employees or directors of any Group Member provided that such payments are in the ordinary and usual course of business, consistent with past practices.