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. For purposes of this Agreement, “Permitted Leakage” means:
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: (i) Leakage to the extent that it is expressly authorized or required to be done by or under this Agreement or the other Transaction Documents; (ii) any payment by VE or any of its Subsidiaries to any VE Member or any Related Person, including the payment of rebates, payments under the VE Member incentive program (including the Business Partnership Agreements), Value In-Kind Payments and similar payments or waivers of any amounts owed to VE; provided, in each case, that any such payments or waivers are made in the ordinary course of business consistent with past practice (including past practice with respect to the formulas pursuant to which the amounts of any such payments are calculated); (iii) payments pursuant to any Business Partnership Agreement in accordance with Section 6.14; - 23 - (iv) any payment, incurrence or accrual of any fees, costs or expenses relating to the provision of consultancy services provided in the ordinary course of business to any VE Member or any Related Person on a non-remunerated basis, consistent with past practice, which do not in the aggregate exceed €20,000,000 (exclusive of VAT); (v) any payments or contributions to any national or other market development funds consistent with past practice, which do not in the aggregate exceed €12,000,000 (exclusive of VAT); (vi) any payment to the extent made in respect of an accrued expense or provision that has been recorded in the Locked Box Accounts; (vii) any payment, incurrence or accrual of any amount in respect of VAT which is recoverable as input tax by VE or any of its Subsidiaries; (viii) any payment made or agreed to be made or Liability incurred in respect of (A) any matter undertaken at the written request of VI or (B) with the written approval of VI as “Permitted Leakage” (which approval shall be granted or withheld in VI’s sole discretion); (ix) payments in respect of compensation for employment services rendered, employment-related benefits and expense reimbursement to a Related Person of VE, in each case to the extent made in the ordinary course of business consistent with past practice; (x) the waiver or agreement by VE to waive any applicable Initial Service Fee (as defined in the VE Membership Regulations) payable as a result of the conversion of any existing Group Member (as defined in the VE Membership Regulations) to a Principal Member (as defined in the VE Membership Regulations) and any related conve...
Permitted Leakage all payments of salary, emoluments and bonuses pursuant to the terms of the service contracts between the relevant member of the Target Group and each Manager, copies or details of which have been fairly disclosed in the Data Room;
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. Any payment expressly contemplated under or pursuant to, or that is required to be made in order to comply with or implement, any of the Share Purchase Documents or under the Seller Group Restructuring Plan and / or the Intra Group Loans and Intra Group Accounts Restructuring Plan.
Permitted Leakage. For the purposes of this Agreement, “
Permitted Leakage. The Outstanding Debt Payoff, including (without limitation) payment of:-
Permitted Leakage. Exhibit 7.1.2 Co-Sale Demand Exhibit 7.1.3 Spouses’ Consents Exhibit 7.1.5(a) Form of Exit Notice Exhibit 7.1.5(b) Option holders Exhibit 7.1.5(c) Form of ESOP Waiver Letter Exhibit 7.1.6 Management Termination Agreement
