Leakage Clause Samples

Leakage. Any dividend, distribution (whether in cash, in kind or otherwise) or return of capital (including any payment made for the purchase, redemption, repurchase, repayment or acquisition of any share capital of the Target Group Companies) declared, authorised, paid or made by any Target Group Company.

Leakage. 7.1 The Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that...

Leakage. For purposes of this Agreement, “Leakage” means, without duplication:

Leakage. Injector self-activates during arming. 7. Missing component renders the unit non-functional. 8. Fails functionality test (unable to remove safety cap or expel contents).

Leakage. The Seller shall notify the Purchaser in writing promptly, but no later than five (5) Banking Days after becoming aware of any payments constituting a Leakage. In the event of a Leakage, the Seller shall repay to the Company on a USD for USD basis an amount equal to the Leakage plus any Taxes fee or expenses triggered or incurred by any ▇▇▇▇▇▇▇ Companies in connection with the Leakage.

Leakage. 5.1 The Sellers undertake to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 B...

Leakage. Seller agrees, in the event and to the extent it decides to sell Series G Conversion Shares or Closing Common Shares, that it shall not, in the absence of Buyer’s prior written consent, sell Series G Conversion Shares or Closing Common Shares in public market transactions at a monthly rate that exceeds the greater of (i) $50,000 worth of Common Stock, (ii) 50,000 shares of Common Stock, or (iii) 0.15% of the average monthly trading volume for Buyer’s Common Stock for the three months prior to sale.

Leakage. 2.1 In the event that any Direct Leakage occurs during the period from, but excluding, the Locked Box Date to, and including, the Completion Date, each Seller undertakes to pay to the Purchaser (or the Company as the Purchaser directs) on demand an amount in cash equal to the amount of the Direct Leakage received by such Seller or any Seller Related Person of such Seller. 2.2 In the event that any Indirect Leakage occurs during the period from, but excluding the Locked Box Date to, and including, the Completion Date, each Seller undertakes to pay to the Purchaser (or the Company as the Purchaser directs) on demand an amount in cash equal to the amount of the Indirect Leakage multiplied by 0.5. 2.3 Any demand for payment under paragraph 2.1 or 2.2 must be by written notice to the Seller and must set out the details of the Leakage (so far as is known to the Purchaser), the amount of such Leakage, the amount payable by that Seller and the bank account of the Purchaser into which such payment should be made. * CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT 2.4 No Seller shall be liable under paragraph 2.1 or 2.2 unless a demand for payment is made in accordance with paragraph 2.3 within six months of Completion. 2.5 Any payment under this paragraph 2 must be made to the Purchaser within 30 days of the notice of demand for payment first being served on the relevant Seller and shall, to the extent legally possible, be treated as adjusting the proportion of the consideration accordingly.

Leakage. The Company covenants and agrees that (a) there shall be no Leakage prior to the Closing and (b) no arrangements or agreements shall be made that would reasonably be expected to result in any Leakage prior to the Closing. The Company shall notify SPAC in writing promptly after becoming aware of anything which would constitute a breach of this Section 8.16 (including the specific amount of any Leakage, if known, or a reasonable estimate thereof).