Notified Leakage definition

Notified Leakage has the meaning given in Clause 4.5;

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Notified Leakage has the meaning set out in Section 4(c).

Notified Leakage means all Leakage notified on or prior to the date that is 5 Business Days prior to Closing pursuant to Clause 6.9.2.

Examples of Notified Leakage in a sentence

• Subject to Completion, the Seller warrants to the Purchaser that there has been no Leakage between the Locked Box Date and the date of this Agreement and undertakes to the Purchaser that there will be no Leakage between the date of this Agreement and the Completion Date (in each case other than the Notified Leakage Amount), provided that the Seller shall have no liability to the Purchaser under this Clause 8 if Completion does not occur.

• A sample calculation of the Purchase Price, which assumes for exemplary purposes only that (i) the Notified Leakage Amount will be zero, and (ii) the Closing Date is April 5, 2018 is set out in Schedule 3.1(a).

• To the extent that any Leakage is included in the Notified Leakage Amount, the Seller’s liability under Clauses 8.1 and 8.2 in relation to such Leakage shall be fully and finally discharged.

• The Sellers hereby inform the Purchaser and the Substitute Purchaser that the Sellers’ good faith estimate of the Notified Leakage Amount, after due inquiry with the directors of the Company, is EUR zero (0).

• During the period from the Signing Date until the Closing, each of the Sellers shall procure that no Leakage, other than Permitted Leakage, occurs; provided, however, that any Notified Leakage Amount shall not constitute a Breach of this Section 9.3. Such undertaking is given by each Seller as an individual debtor (Einzelschuldner).

More Definitions of Notified Leakage

Notified Leakage has the meaning set out in clause 5.6;

Notified Leakage means the amount of any dividend in respect of the calendar year ending 31 December 2021 which is paid to the Seller prior to the date which is 5 Business Days prior to Completion; "NSI ▇▇▇▇" means the National Security and Investment ▇▇▇▇ 2020; "Ofgem" means the Office of Gas and Electricity Markets; "Options Spreadsheet" means the "WPD option to tax" document contained in the Data Room (document 16.8.9); "PAYE" means pay as you earn, the system requiring employers to deduct income tax from employees' salary (or an equivalent withholding system in any overseas jurisdiction); "Pension Funding Obligations" means the obligations of the Group Companies in respect of: (a) the EA Technology Group of the Electricity Supply Pension Scheme; and (b) Electricity Pensions Limited; "Pension Schemes" means: (a) the 2010 Section of the Western Power Pension Scheme; and (b) the Defined Benefit Pension Schemes; "Permitted Leakage Payment" means any of the payments or other matters set out in schedule 4; "Personal Data" has the meaning given in DP Legislation;

Notified Leakage means the amount of any dividend in respect of the calendar year ending 31 December 2021 which is paid to the Seller prior to the date which is 5 Business Days prior to Completion;

Notified Leakage has the meaning given in subclause 8.3;

Notified Leakage has the meaning given in Clause 6.5.3; “Novated LPI Swaps” means each of the limited-price index swap transactions listed below: No. Transaction Reference Transaction Description Counterparty 1 [***] Trade date: 22 August 2011 Effective date: 14 August 2011 Termination date: 14 August 2048 Notional amount: £100,000,000 [***] 2 [***] Trade date: 22 August 2011 Effective date: 10 August 2011 Termination date: 10 August 2048 Notional amount: £100,000,000 [***] “NSI Act” means the National Security and Investment ▇▇▇ ▇▇▇▇; “NSI Condition” has the meaning given in Clause 4.1.3; “Ofgem” means the Office of Gas and Electricity Markets; “Ordinary Shares” means the ordinary shares of £1.00 each to be issued in the capital of ▇▇▇▇ TopCo; “Owned Patents” means the patents and patent applications listed in Part 2 of Schedule 11; “parties” means the parties to this Agreement from time to time, and “party” means any one of them; “Payment Schedule” has the meaning given in Clause 6.5.3; “Peartree Guarantee” means the guarantee given by NGPH to [***]; “Permitted Leakage” means any matter set out in Schedule 5 to the extent undertaken by any member of the ▇▇▇▇ Group during the Locked Box Period; “Post-Closing Steps” means actions to be taken in connection with the ▇▇▇▇ Group following Closing in accordance with Steps 8 to 9 of the Steps Plan; “Pre-Closing Steps” means the actions to be taken prior to the Closing Date in accordance with Schedule 2 and Step A:8 of the Steps Plan; “Properties” means those properties owned or leased by an Existing ▇▇▇▇ Subsidiary as at the date of (i) this Agreement; and (ii) Closing, and “Property” shall mean any one of them;

Notified Leakage has the meaning given in clause 4.3(a)(2). Ongoing Registrations the registered Encumbrances in respect of each Target Entity set out in Data Room Document 01.

Notified Leakage has the meaning set out in Section 12.2.