Common use of Adjustment for Leakage Clause in Contracts

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.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement