Adjustment for Leakage Clause Samples

Adjustment for Leakage. 4.2.1 Subject to Closing having taken place, in the event of any Leakage between the Reference Date (excluded) and the Closing Date (included), the Seller shall be liable to pay on demand by the Purchaser to it by way of adjustment to the Purchase Price an amount in cash equal to such Leakage (on a dollar-for-dollar basis). 4.2.2 The Seller shall have no obligation to indemnify the Purchaser under this Clause 4 unless notice of the Leakage is given by the Purchaser to the Seller in writing within 12 months following the Closing Date. The Seller shall send such notice as soon as possible after discovery of any Leakage and the notice shall set out, insofar available, reasonable details of the legal and factual basis of the claim, together with a first estimate of the Leakage which is the subject of the claim. 4.2.3 A claim under this Clause 4 shall be the sole remedy available to the Purchaser in connection with a breach of Clause 4. Clause 11 (other than Clause 11.4.2) shall not apply to a claim under this Clause 4.

Adjustment for Leakage. If Etika has notified LTC under Section 4.5 of any Leakage that occurs between the Locked Box Date and Option Closing Date, then the Put Option Price shall be reduced by Etika’s Pro Rata Share of such amount. If Etika and LTC have agreed in accordance with Section 6.2 an agreed amount with respect to any Leakage that occurs between the Locked Box Date and Option Closing Date, then the amount of any payment made by Etika to LTC in respect of such Leakage shall be treated, as far as possible, as an adjustment to the Put Option Price paid by LTC for the Option Shares under this Agreement and the Put Option Price shall be deemed to have been reduced by the amount of such payment.

Adjustment for Leakage. If Geely has notified LTC under Section 4.5 of any Leakage that occurs between the Locked Box Date and Option Closing Date, then the Put Option Price shall be reduced by Geely’s Pro Rata Share of such amount. If Geely and LTC have agreed in accordance with Section 6.2 an agreed amount with respect to any Leakage that occurs between the Locked Box Date and Option Closing Date, then the amount of any payment made by Geely to LTC in respect of such Leakage shall be treated, as far as possible, as an adjustment to the Put Option Price paid by LTC for the Option Shares under this Agreement and the Put Option Price shall be deemed to have been reduced by the amount of such payment.

Adjustment for Leakage. (a) If any Leakage is notified or comes to the attention of the Purchaser on or prior to Completion then: (i) in the event that a Seller has not notified the Purchaser of such Leakage, subject to the relevant Seller (the “Relevant Seller”) agreeing that Leakage has occurred and agreeing the amount to be paid by the Relevant Seller pursuant to Clause 11.4(a) in respect of such Leakage (an “Agreed Leakage Amount”), the Purchaser shall be entitled to reduce the Consideration to be paid to the Relevant Seller pursuant to Clause 3 by the full amount of the Agreed Leakage Amount by reducing the amount of Consideration to be paid to the Relevant Seller (and the payment of the amount of the Consideration so reduced shall be an absolute discharge of the Purchaser’s obligations hereunder in respect of the Consideration to be paid to the Relevant Seller pursuant to this Agreement); and (ii) in the event that a Seller has notified the Purchase of such Leakage, the Purchaser shall be entitled to reduce the Consideration to be paid to such Seller pursuant to Clause 3 by the full amount of such notified Leakage (the “Leakage Set-off Amount”) by reducing the amount of Consideration to be paid to such Seller (and the payment of the amount of the Consideration so reduced shall be an absolute discharge of the Purchaser’s obligations hereunder in respect of the Consideration to be paid to the such Seller pursuant to this Agreement). (b) In respect of any Leakage to which Clause 11.4(b) applies, the Institutional Sellers’ Representative and the Management Sellers’ Representative shall have the authority to agree on behalf of the Institutional Sellers and the Management Sellers respectively any Agreed Leakage Amount pursuant to Clause 11.3(a) and, for the avoidance of doubt, all Sellers will be deemed Relevant Sellers in respect of such Leakage in accordance with Clause 11.4(b). (c) For the avoidance of doubt: (i) the fact that any Leakage comes to the attention of the Purchaser on or prior to Completion but no Agreed Leakage Amount is agreed in respect of it pursuant to this Clause 11.3 shall not affect the Sellers’ obligations or the Purchaser’s rights pursuant to Clauses 11.1 and 11.4 or otherwise under this Agreement in respect of that Leakage; and (ii) the fact that an Agreed Leakage Amount has been agreed or a Leakage Set-off Amount has reduced the amount of Consideration payable by the Purchaser pursuant to this Clause 11.3 in respect of any Leakage shall not preclude th...

Adjustment for Leakage. If any Leakage between the Locked Box Date and Closing is notified pursuant to Clause 6.5 or Clause 7.3 or comes to the attention of Sberbank (or the Sberbank Nominee, as applicable) on or prior to Closing, subject to YNV agreeing that Leakage has occurred and agreeing the amount of the particular Leakage, the Consideration shall be reduced by an amount of such Leakage such that the payment of the reduced Consideration shall be an absolute discharge of Sberbank’s obligation (or Sberbank Nominee’s obligation, as appropriate) to pay the Consideration to the Company on Closing pursuant to Clause 6.3.

Adjustment for Leakage. If any Leakage between the Locked Box Date and Closing is notified pursuant to Clause 6.5, the Aggregate Consideration shall be reduced by such amount such that the payment of the reduced Aggregate Consideration shall be an absolute discharge of the Purchaser’s obligation to pay the Aggregate Consideration to the Seller on Closing pursuant to Clause 6.3.

Adjustment for Leakage. If any Leakage is notified by the Sellers’ Representatives to the Purchaser or otherwise comes to the attention of the Purchaser on or prior to Closing, subject to the Sellers' Representatives agreeing in writing that Leakage has occurred and the amount of the relevant Leakage (the Pre-Closing Specified Leakage Amount), the amount of the Consideration payable to the relevant Seller or Sellers shall, to the extent possible, be reduced by the Pre-Closing Specified Leakage Amount such that the payment of the reduced Consideration shall be an absolute discharge of the Purchaser's obligation to pay the Consideration to the relevant Sellers on Closing pursuant to clause 8.3, provided that the maximum reduction to the Consideration due to any Seller for any Pre-Closing Specified Leakage Amount shall not exceed the cash amount of Consideration allocated to such Seller(s) under clause 3.2.

Adjustment for Leakage. 10.2.1 The Seller shall conduct a reasonable review to identify any Leakage suffered or incurred by the Group Companies from (but excluding) the Locked Box Date until (and including) the date falling no earlier than three (3) Business Days prior to the Closing Date and shall notify the Purchaser of any amounts of Leakage identified pursuant to such review (the “Seller Notified Leakage Amount”). 10.2.2 If any breach of Clause 10.1 comes to the attention of the Purchaser on or prior to Closing, then, if the Seller agrees that Leakage has occurred as a result of such breach, the amount that would otherwise need to be paid by the Seller pursuant to Clauses 10.3 and 10.4 in respect of such Leakage shall be the “Purchaser Notified Leakage Amount”. 10.2.3 An amount equal to: (a) the aggregate of the Seller Notified Leakage Amount and the Purchaser Notified Leakage Amount (being the “Agreed Leakage Amount”); plus (b) the aggregate of all Leakage Daily Payment Amounts applicable to the Agreed Leakage Amount, shall be deducted from the Consideration to be paid to the Seller at Closing.