Notified Leakage definition

Notified Leakage has the meaning given to it in clause 4.1(A);
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Notified Leakage has the meaning set out in Section 4(a).
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Notified Leakage has the meaning given to it in clause 7.3(b);
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Examples of Notified Leakage in a sentence

  • Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment.

  • Sellers shall prepare this statement of Notified Leakage in good faith and deliver it together with such details that are required by Buyer to enable it to reasonably assess the Notified Leakage.

  • There has been no Leakage (other than Leakage which is or will become Notified Leakage) from but excluding the Balance Sheet Date to and including the date of this Agreement.

  • 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.

  • Freeport shall not permit any Leakage (other than Leakage which is or will become Notified Leakage) from the date hereof until the Closing Date.

  • The purchase price to be paid by the Purchaser to each Vendor for the Shares is that Vendor’s Respective Sale Proportion of an amount equal to: (a) the Equity Value; (b) less the Transaction Fees (excluding GST); (c) less an amount equal to 50% of the Warranty Insurance Costs (excluding GST); (d) less the Debt Break Costs; (e) less any Notified Leakage (excluding GST); (f) less the purchase price to be paid by the Purchaser under the PC Agreement; (Purchase Price).

  • The amount payable to a certain Seller shall be reduced by an amount equal to any Notified Leakage that Seller or any of its Affiliates is responsible for pursuant to Section 4.2(a) and any pro rata share of transaction costs pursuant to Section 4.3(c) below (the “Purchase Price Allocation”).

  • 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).

  • 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.


More Definitions of Notified Leakage

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.
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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 01.08.01.02. Open Source Software computer software that is generally available to the public in source code form under: 1 licences substantially similar to those approved by the Open Source Initiative and listed at xxxx://xxx.xxxxxxxxxx.xxx/licenses; or 2 any other licence that purports to: a. require, or condition the use, licensing or distribution of such software on, the disclosure, licensing or distribution of any source code; or b. permit any licensee of such software to modify any source code relating to the software. Permitted Encumbrance 1 each Ongoing Registration; 2 every lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of business; 3 any Encumbrance in relation to personal property (as defined in the PPSA and to which that Act applies) that is created or provided for by: • a transfer of an Account or Chattel Paper; • a PPS Lease; or • a Commercial Consignment, that is not a security interest within the meaning of section 12(1) of the PPSA; 4 the interest of the lessor or owner in respect of assets subject to a finance or capital lease, a hire-purchase agreement or a conditional sale agreement, in each case entered into in the ordinary course of business; and 5 any other Encumbrance which the Buyer and the Seller agrees in writing will be a ‘Permitted Encumbrance’. In this definition, Account, Chattel Paper, PPS Lease and Commercial Consignment have the meanings given in the PPSA. Permitted Leakage 1 anything that is permitted or required to be done by or under: – clause 4.5 (Landlord consents);
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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 Xxx 0000; “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 XxxX 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 XxxX Group during the Locked Box Period; “Post-Closing Steps” means actions to be taken in connection with the XxxX 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 XxxX Subsidiary as at the date of (i) this Agreement; and (ii) Closing, and “Property” shall mean any one of them;
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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;
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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 Xxxx" means the National Security and Investment Xxxx 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;
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Notified Leakage has the meaning set out in Section 12.2.
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Related to Notified Leakage

  • Permitted Leakage means any of the following:

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Specified Legal Expenses means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Specified Loan Party means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

  • Indemnified Items shall have the meaning assigned to such terms in Section 2(b).

  • Indemnified Amounts Defined in Section 11.1.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

  • Leakage means an increase in greenhouse gas emissions

  • Event of Loss means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

  • Casualty Loss means, with respect to any item of Equipment, the loss, theft, damage beyond repair or governmental condemnation or seizure of such item of Equipment.

  • Loss Event means (A) an annual pre-tax loss at GS Inc. or (B) annual negative revenues in one or more reporting segments as disclosed in the Firm’s Form 10-K other than the Investing & Lending segment, or annual negative revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business within such reporting segment.

  • Special Hazard Coverage The Special Hazard Coverage on the most recent anniversary of the Cut-Off Date (calculated in accordance with the second sentence of this paragraph) or, if prior to the first such anniversary, $4,614,259, in each case reduced by Special Hazard Losses allocated to the Certificates since the most recent anniversary of the Cut-Off Date (or, if prior to the first such anniversary, since the Cut-Off Date). On each anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced, but not increased, to an amount equal to the lesser of (1) the greatest of (a) the aggregate principal balance of the Mortgage Loans located in the single California zip code area containing the largest aggregate principal balance of Mortgage Loans, (b) 1.0% of the aggregate unpaid principal balance of the Mortgage Loans and (c) twice the unpaid principal balance of the largest single Mortgage Loan, in each case calculated as of the Due Date in the immediately preceding month, and (2) $4,614,259 as reduced by the Special Hazard Losses allocated to the Certificates since the Cut-Off Date. The Special Hazard Coverage may be reduced upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned to the Certificates by the Rating Agencies (determined in the case of the Insured Certificates, without giving effect to the Certificate Insurance Policy).

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Disqualified Lenders means (i) those Persons identified by the Borrower to the Joint Lead Arrangers and the Administrative Agent in writing prior to August 12, 2019 as being “Disqualified Lenders,” (ii) those Persons who are competitors of Holdings, the Borrower and its Restricted Subsidiaries identified by the Borrower to the Administrative Agent from time to time in writing (including by email) as being “Disqualified Lenders”, which designation shall become effective three (3) Business Days after delivery of each such written designation to the Administrative Agent, but which shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans or Commitments and (iii) in the case of each Person identified pursuant to clauses (i) and (ii) above, any of their Affiliates that are either (x) identified in writing by the Borrower to the Administrative Agent from time to time, which designation shall become effective three (3) Business Days after delivery of each such written designation to the Administrative Agent, but which shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Loans or Commitments or (y) clearly identifiable as Affiliates at such time solely on the basis of such Affiliate’s name (other than, in either case, Affiliates that are bona fide debt funds, fixed income investors, regulated bank entities or unregulated lending entities generally engaged in making, purchasing, holding or otherwise investing in commercial loans, debt securities or similar extensions of credit in the ordinary course of business); provided that the term “Disqualified Lender” shall exclude any Person that the Borrower shall have designated as no longer being a “Disqualified Lender” by written notice delivered to the Administrative Agent from time to time. Such list of Disqualified Lenders shall be available for inspection upon request by any Lender.

  • Specified Equipment means the railway vehicles which the Train Operator is entitled to use in the provision of Services on the Network, as specified in paragraph 4 of Schedule 5;

  • Disqualified Lender means (i) any Person identified in writing by the Borrower or the Sponsor to the Administrative Agent on or prior to May 4, 2017, (ii) any other Person identified by name in writing to the Administrative Agent after May 4, 2017 to the extent such Person is or becomes a competitor of the Borrower or its subsidiaries and (iii) any Affiliate of any Person referred to in clause (i) or (ii) above that is clearly identifiable on the basis of its name; provided that a “competitor” or an Affiliate of any Person referred to in clauses (i) or (ii) above shall not include any Bona Fide Debt Fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with such competitor or Affiliate, as applicable, and for which no personnel involved with the investment of such competitor or Affiliate thereof, as applicable, (i) makes any investment decisions or (ii) has access to any information (other than information that is publicly available) relating to the Loan Parties or any entity that forms a part of the Loan Parties’ business (including their subsidiaries); provided, further, that (x) no Affiliate of an Initial Lender shall be designated a Disqualified Lender, (y) the Administrative Agent shall not have any responsibility for monitoring compliance with any provisions of this Agreement with respect to Disqualified Lenders and (z) updates to the Disqualified Lender list shall not retroactively invalidate or otherwise affect any (A) assignments or participations made to, (B) any trades entered into with or (C) information provided to, any Person before it was designated as a Disqualified Lender. It is acknowledged and agreed by the Borrower that the Administrative Agent shall be permitted to disclose to any Lender upon such Lender’s request whether any potential assignee or participant is a Disqualified Lenders.