Additional Leakage Sample Clauses

The "Additional Leakage" clause defines the parties' responsibilities and liabilities in the event of leaks or spills that are not otherwise covered by the main agreement. It typically outlines what constitutes an additional leakage, the procedures for notification, and the allocation of costs for cleanup or remediation. For example, if a pipeline or storage facility experiences a minor leak outside of normal operations, this clause would specify who must address the issue and bear the associated expenses. Its core function is to ensure that all potential leakage scenarios are addressed, thereby minimizing disputes and clarifying obligations related to environmental or property damage.
Additional Leakage. 4.1 If and to the extent that the Purchaser, within six (6) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, then the Purchaser shall be entitled to deliver within such six (6) months period a Notice to the Seller setting out the Additional Leakage, together with reasonable evidence of the Additional Leakage (an “Additional Leakage Notice”). 4.2 The Seller shall be deemed to have accepted the Additional Leakage Notice, except to the extent it delivers within twenty (20) Business Days of receipt of the Additional Leakage Notice a Notice to the Purchaser responding to the Additional Leakage Notice (a “Response Notice”). 4.3 If a Response Notice is delivered within the requisite period referred to in Paragraph 4.2 of this Schedule 4 (Leakage), to the extent the Response Notice disputes the Additional Leakage Notice, the Seller and the Purchaser shall negotiate in good faith with the aim to reach agreement on the amount of Additional Leakage. If the Seller and the Purchaser do not reach agreement on the amount of Additional Leakage within twenty (20) Business Days of receipt of the Response Notice, the amount of Additional Leakage shall be determined by an independent expert (the “Independent Expert”) subject to the following: (a) the Seller and the Purchaser shall be entitled to jointly nominate a reputable firm of registered accountants (registeraccountants) in the Netherlands and with international standing to be the Independent Expert, being either Deloitte, Ernst & Young, KPMG or PwC (the “Nominated Independent Expert”); (b) if the Purchaser and the Seller agree to such Nominated Independent Expert within twenty-five (25) Business Days after the receipt of the Response Notice, such Nominated Independent Expert shall be the Independent Expert and if the Seller and the Purchaser do not agree on the Nominated Independent Expert within twenty-five (25) Business Days after the receipt of the Response Notice, they shall each be entitled to request the chairman of the Dutch Institute of Registered Accountants (Nederlands Instituut voor Registeraccountants) to nominate a reputable firm of registered accountants (registeraccountants) in the Netherlands of international standing being either Deloitte, Ernst & Young, KPMG or PwC to be the Independent Expert and the Seller and the Purchaser shall appoint such firm as the Independent Expert; (c) the terms of reference for the Independent Expert shall be to determine the a...
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Additional Leakage. In the event of any Leakage in breach of clause 4.1 which (i) has not yet or insufficiently been taken into account when calculating the Purchase Price, including for the avoidance of doubt the (partial) non-availability of any amount of Leakage Tax Benefit (other than in respect of the Exit Bonus) specified under (b) of the definition of Leakage Tax Benefit which was taken into account when calculating the amount of Identified Leakage, or (ii) which was identified by the Sellers as Permitted Leakage but qualifies as Leakage in accordance with this Agreement (the Additional Leakage), Botman Bloembollen and Strengers shall compensate the Purchaser (to the extend the Additional Leakage occurred in respect of Botman Bloembollen and/or Strengers or any of their Affiliates) and/or ▇▇▇▇▇▇ shall compensate the US Purchaser (to the extend the Additional Leakage occurred in respect of ▇▇▇▇▇▇ or his Affiliates) within 10 Business Days following request thereto by the Purchasers for such Additional Leakage on a USD for USD basis or EUR for EUR basis (depending on the applicable currency of the Additional Leakage), unless the relevant Seller provides the relevant Purchaser with a dispute notice setting out in detail its objections against the Leakage claim and its own calculation of the Additional Leakage, within 20 Business Days after receipt of the relevant Purchaser’s demand for such Additional Leakage (the Dispute Notice).
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Additional Leakage. If the Seller becomes aware after the date that the Payment Schedule delivered pursuant to Clause 6.5.1 of any matter which constitutes a breach of Clause 11.1 (“Additional Leakage”), the Seller shall deliver to the Investor and ▇▇▇▇ MidCo a statement setting out: 11. 3.1 the nature and amount of such Additional Leakage arising as a result of the relevant breach of Clause 11.1 following the date of the Payment Schedule and not later than three Business Days prior to the Closing Date; and 11. 3.2 the amount of the NGGH Consideration payable by ▇▇▇▇ MidCo to the Seller in respect of the NGGH Transfer shall be reduced, by such amount equal to (i) the cash or cash equivalent value of the Additional Leakage, plus an amount equal to interest at 5 per cent. on the amount of the Additional Leakage from (and including) the later of the 1 April 2022 and the date that the Additional Leakage occurred (save for in respect of the Excess Cash Dividend on which interest at 5 per cent. shall accrue from (and including) the 1 April 2022 irrespective of the date of the Leakage) to (but excluding) the Closing Date ((i) and (ii) together the “Additional Notified Leakage”).
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Additional Leakage. 5.1 If and to the extent that the Purchaser, within nine (9) months after Completion, identifies that Additional Leakage has occurred in the Interim Period, the Purchaser shall be entitled to deliver within this nine (9) months period a Notice to the Sellers' Delegate setting out the Additional Leakage, together with reasonable evidence of the Additional Leakage (an "Additional Leakage Notice"). If and to the extent the Purchaser does not deliver such Additional Leakage Notice within nine (9) months after Completion, the Leakage Amount shall be as set out in the Leakage Notice. 5.2 Each Seller that has the benefit of any Additional Leakage shall within twenty
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Related to Additional Leakage

  • Additional Leave Any further leave granted beyond the normal thirty-seven (37) week period, or the forty-two (42) week period for special circumstances, will be unpaid leave without benefits.

  • Additional Land All ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Borrower for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument;

  • Additional Limitations The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.

  • Additional Lenders (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.