Additional Leakage definition

Additional Leakage has the meaning given in Clause 2.8(b);

Additional Leakage means any Leakage, except for the Leakage Amount that has been notified by the Seller to the Purchaser pursuant to the Leakage Notice; Additional Leakage Amount has the meaning ascribed thereto in Clause 11.3.1;

Additional Leakage has the meaning set forth in Section 2.4(b).

Examples of Additional Leakage in a sentence

• In the event Seller has not reimbursed Purchaser for the Additional Leakage Amount within the ten (10) Business Days as referred to in the preceding sentence, it is understood that any costs reasonably incurred by the Purchaser in making recovery of the Additional Leakage Amount shall be for the account of Seller and shall be included in the Additional Leakage Amount for the purpose of this Agreement.

• Any amount of (Additional) Leakage shall be calculated on an after-Tax basis by deducting the Leakage Tax Benefit.

• The Sellers shall ensure that the Additional Leakage as agreed or finally determined in accordance with this clause 4 is paid to the Purchasers within 10 Business Days after such agreement or final determination.

• The Leakage Notice shall, save in the case of manifest error, be binding for the purposes of determining the Consideration payable at Completion and shall only be subject to review and adjustment after Completion (in accordance with Paragraph 5 (Additional Leakage) of Part 1 of Schedule 5 (Leakage)).

• Buyer and Seller agree that no claim for Additional Leakage shall be made by Buyer after (i) twelve (12) months following the Closing if the Closing occurs on or prior to December 31, 2021 or (ii) fifteen (15) months following the Closing if the Closing occurs after December 31, 2021.

More Definitions of Additional Leakage

Additional Leakage has the meaning given to it in clause 5.6;

Additional Leakage means any Leakage except for (i) Permitted Leakage, and (ii) Leakage that is deducted from the Purchase Price; Affiliates an "Affiliate" of any person means any other person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders holding an interest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatschappijen) within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code; Agreement this share purchase agreement;

Additional Leakage has the meaning given in Clause 11.3; “Additional Notified Leakage” has the meaning given in Clause 11.3.2; “Affiliate” means, in relation to a party, any subsidiary undertaking of that party, any parent undertaking of that party and any subsidiary undertaking of any such parent undertaking; “Affiliate Contracts” means any agreement or arrangement between or among any members of the Seller’s Group, on the one hand, and any XxxX Group Company, on the other hand, but excluding any agreement which is a Transaction Document or which is a Terminating Affiliate Contract; “Agreed Form” means, in relation to any document, such document in the terms agreed between the Seller and the Investor and signed for identification by the Investor’s Lawyers and the Seller’s Lawyers with such alterations as may be agreed in writing between the Seller and the Investor from time to time;

Additional Leakage means any Leakage since the Closing Accounts Date up to and including the Closing Date (except for any Permitted Leakage) which was not deducted from the Purchase Price at Closing in accordance with Clause 3.1(ii);

Additional Leakage means any Leakage not actually deducted from the Purchase Price at the Closing.

Additional Leakage means any Leakage determined in excess of the Leakage set out in the Leakage Notice; Affiliates an "Affiliate" of any person means any other person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders holding an interest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatschappijen) within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code; Agreement this share purchase agreement; Business has the meaning given in Recital B; Business Day any day (other than a Saturday or a Sunday) on which banks are open for normal banking business in the Netherlands; Company has the meaning given in Recital A; Completion has the meaning given in Clause 2.2;

Additional Leakage means Leakage that has not been taken into account in determining the Consideration in accordance with Paragraph 2 (Leakage Amount) of Part 1 of this Schedule 5 (Leakage) and which was not otherwise reimbursed to the Purchaser or the Group by any of the Sellers;