Agreed Leakage Amount definition
Examples of Agreed Leakage Amount in a sentence
From the Put Option Date, the Seller shall immediately notify the Purchaser in writing if it becomes aware of a payment or transaction which (i) constitutes or which (ii) might constitute a breach of Clause 5.1 and it is hereby agreed and acknowledged by the Seller that anything notified pursuant to limb (i) of this Clause 5.4 which constitutes a breach of Clause 5.1 shall be deemed to be an Agreed Leakage Amount for the purposes of Clause 5.2(a).
If any breach of Clause 10.1 occurs, and to the extent that an amount equal to such Leakage is not included within the Agreed Leakage Amount, the Seller shall pay to the Purchaser on demand in USD an amount in cash equal to the amount of such Leakage (as determined pursuant to Clause 10.4) plus the applicable Leakage Daily Payment Amount within 10 Business Days from the date of demand (unless deducted under Clause 3.1.5).
If, for any Relevant Seller, the Agreed Leakage Amount exceeds the sum of (1) such Seller’s Determined Share Consideration multiplied by the Euro Share Price, plus (2) such Seller’s Completion Cash Payment Amount (which excess shall be equal to the full Agreed Leakage Amount in the case of any Seller that does not have a Determined Share Consideration or Completion Cash Payment Amount), such Seller shall pay such excess in cash to the Buyer within five Business Days following Completion.
In respect of any Agreed Leakage Amount, the Major Shareholder shall, within two Business Days of the Second Closing, return the applicable number of Exchange Shares to Pubco to settle all of its payment obligations in respect of the Agreed Leakage Amount.
If the Seller does not deliver a Leakage Dispute Notice within the relevant period referred to in Section 3.3(a), then the Leakage specified in the Leakage Notice shall be deemed to be an Agreed Leakage Amount and become payable by the Seller within the fifteen (15) Business Day period referred to in Subsection (ii) above.