Common use of Leakage Clause in Contracts

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. 2.1 In 7.1 The Seller covenants and undertakes to the event Purchaser that there has not been, and there will not be, any Direct Leakage at any time from (but excluding) the Locked Box Date up to and including the time that Completion occurs, other than in each case to the extent such Leakage (i) comprises Permitted Leakage Payments, and/or (ii) is specifically provided for or reserved for in the Locked Box Accounts or the notes to any such accounts. 7.2 If any Leakage occurs during the period from, from (but excluding, ) the Locked Box Date to, up to and includingincluding the time that Completion occurs, the Completion Date, each Seller covenants and undertakes within five Business Days of receipt of a notice referred to in Clause 7.3 below 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 any Leakage received by such the Seller or any Seller its Related Person of such Seller. 2.2 In Persons. A claim under this Clause 7.2 shall be 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 sole remedy available to the Purchaser arising (directly or the Company as indirectly) from a breach hereof. 7.3 The Seller shall not be liable to make a payment under Clause 7.2 unless the Purchaser directs) has notified that Seller in writing of the claim stating in reasonable detail the nature of the breach and, if reasonably practicable, the amount claimed, on demand an amount or before the date falling six months after Completion. 7.4 Save in cash equal the case of fraud, dishonesty or wilful concealment, the aggregate maximum liability of the Seller for all breaches of the undertaking given by it in Clause 7.1 shall be limited to the actual amount of the Indirect Leakage multiplied by 0.5incurred and for the avoidance of doubt none of the other limitations set out in Schedule 3 shall apply. 2.3 Any demand for payment under paragraph 2.1 or 2.2 must be by written notice 7.5 Subject to Clauses 7.3 and 7.4, nothing within 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 actual knowledge 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 shall qualify or limit the liability of the 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 accordinglyClause 7.

Leakage. 2.1 In 7.1 The Seller undertakes to the event Buyer that any Direct Leakage occurs during the period from, since (but excluding, ) the Locked Box Date to, until (and including, ) the Completion Date neither it nor any other member of the Seller’s Group (other than the Group Companies) or any Seller’s Connected Person has received or will receive any Leakage. 7.2 In the event of any Leakage between (but excluding) the Locked Box Date until (and including) the Completion Date (and subject to written notification to the Seller of the obligation to make such payment within six months of the Completion Date, each ) then the Seller undertakes to shall on demand by the Buyer pay to the Purchaser (or the Company as the Purchaser directs) on Buyer within 10 Business Days of such demand an amount in cash in immediately available funds equal to the amount of the Direct such Leakage received or waived by such the Seller or any Seller Related Person other member of such the Seller’s Group (other than the Group Companies). 2.2 7.3 In the event that any Indirect Leakage occurs during period between the period from, but excluding the Locked Box Date to, date of this agreement 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 shall promptly notify the Buyer in writing if the Seller becomes aware that any Leakage has occurred or is reasonably likely to occur, including with such notice reasonable details (including quantum) of the such Leakage (so far as is they are known to the Purchaser), Seller. 7.4 The Seller’s obligation to pay such cash amount under clause 7.2 shall be the sole remedy available to the Buyer for any claim arising (directly or indirectly) from a breach of clause 7.1. 7.5 The aggregate maximum liability of the Seller for all breaches by it of the undertaking given by it in clause 7.1 shall not in any circumstances exceed the amount of such Leakage, actually received by 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 Completionat Completion pursuant to this agreement. 2.5 Any payment 7.6 Schedule 2 (other than paragraphs 4, 13 and 15 of schedule 2) shall not apply to any claim 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 accordinglyclause 7.