Common use of Leakage Clause in Contracts

Leakage. 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 in the period from the Locked Box Date up to and including Completion neither it nor any of its Related Persons have received or benefited from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons have consented to or voted in favour of, through the exercise of any powers or rights it has as director or shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the period from the Locked Box Date up to and including Completion. 9.2 In the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5), the relevant Seller or EBT Beneficiary, as the case may be, severally covenants to pay to the Buyer on demand an amount in cash equal to the amount or value of such Leakage received by it or by any of its Related Persons or in respect of which it or any of its Related Persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any claim under this clause 9 unless written notice has been given to the relevant Seller or EBT Beneficiary, as the case may be, on or before the date which is nine months following the Completion Date. 9.4 Save in the case of fraud or wilful concealment, the liability of each Seller and each EBT Beneficiary under this clause 9 shall not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or in respect of which that Seller or EBT Beneficiary, as the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to clause 22 of this Agreement (Grossing Up). 9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject to any of the limitations set out in Schedule 7.

Leakage. 9.1 Each 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers and each of the EBT Beneficiaries severally covenants deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer in respect of itself and its Related Persons only) that: 9.1.1 in the period from the Locked Box Date up to and including Completion neither it nor any of its Related Persons have received or benefited from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons have consented to or voted in favour of, through the exercise of any powers or rights it has as director or shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, any Leakage to and shall be paid, made or incurred (or agreed to be paid, made or incurred) in the period from the Locked Box Date up to and including Completion. 9.2 In the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5), the relevant Seller or EBT Beneficiary, as the case may be, severally covenants liable to pay to the Buyer on demand an amount (on a euro- for-euro basis) in cash equal to, any such Additional Leakage; (b) the Sellers’ obligations under this Section 3.8.2 are several and not joint, and shall be allocated as set out in Section 3.8.3; (c) if the Buyer and the Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount or value of such Additional Leakage received by it or by any of its Related Persons or has been finally determined in respect of which it or any of its Related Persons have benefittedaccordance with this Section 3.8.2. 9.3 No Seller or EBT Beneficiary3.8.3 Any Leakage (including any Notified Leakage and any Additional Leakage) shall, as to the case may beextent possible, shall be liable for any claim under this clause 9 unless written notice has been given allocated to the relevant Seller who has (or EBT Beneficiarywhose Affil- iate has) received or benefitted from the respective Leakage, as and the case may beSeller who has (or whose Affiliate has) received or benefitted from such Leakage shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (or any Affiliate of a specific Seller), each Seller shall be deemed to have received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage based on or before this Section 3.8 shall terminate on the date which is nine months following first (1st) anniversary of the Completion Closing Date. 9.4 Save in the case of fraud or wilful concealment, the liability of each Seller and each EBT Beneficiary under this clause 9 shall not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or in respect of which that Seller or EBT Beneficiary, as the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to clause 22 of this Agreement (Grossing Up). 9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject to any of the limitations set out in Schedule 7.

Leakage. 9.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants 8.1 With respect to the Buyer (in respect of itself and its Related Persons only) that: 9.1.1 in the period from (and excluding) the Locked Box Date up to (and including Completion including) Completion: (a) each Seller (in respect of itself only) severally covenants to the Purchaser that: (i) neither it it, nor any member of its Related Persons have Seller’s Group or any Connected Person to it or any member of the Seller’s Group has received (or benefited from will receive) any amount of Leakage; and 9.1.2 neither (ii) no arrangement or agreement has been made or entered into with it nor any of its Related Persons have consented to or voted in favour of, through the exercise of any powers or rights it has as director or shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or the failure to exercise any such powers will be made or rightsentered into) that has resulted or the giving of instructions to any director appointed by will result in it, any Leakage member of its Seller’s Group or any Connected Person to be paid, it or any member of the Seller’s Group receiving any Leakage; and (b) the Company covenants to the Purchaser that no arrangement or agreement has been made or incurred entered into (or agreed to will be paid, made or incurredentered into) that has resulted or will result in the period from the Locked Box Date up to and including Completionit, any member of its Seller’s Group receiving any Leakage. 9.2 8.2 In the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5)that would otherwise result in a breach of the covenant contained in subclause 8.1, the relevant Seller or EBT Beneficiary, as the case may be, (in respect of itself only) severally covenants to the Purchaser, in accordance with subclause 8.7 and subject to Completion having occurred, to pay to the Buyer on demand Purchaser or the Company (at the Purchaser’s election) within fifteen (15) Business Days of notification an amount in cash equal to the aggregate of the amount or value of such Leakage received by it (or by deemed to have been received by) it, any member of its Related Persons Seller’s Group or any Connected Person to it (or in respect of which it, any member of its Seller’s Group or any Connected Person to it or any member of its Related Persons have benefittedthe Seller’s Group has benefited), less an amount equal to any Leakage Tax Adjustments arising directly as a result of such Leakage. 9.3 No Seller 8.3 The Company or EBT Beneficiary, as the case may be, shall be liable for any claim under this clause 9 unless written notice has been given to the relevant Seller shall, by notice in writing delivered to the Purchaser, in accordance with subclause 6.2 and specifically referencing this subclause, notify the Purchaser as soon as reasonably practicable of any Leakage that has occurred or EBT Beneficiarywill occur in the period between the Locked Box Date and Completion (the Notified Leakage) and Net Notified Leakage. To the extent a Leakage Tax Adjustment has been taken into account in calculating Net Notified Leakage, the Sellers shall provide reasonable details and evidence of the nature and quantum of such Leakage Tax Adjustment. 8.4 In the event of any Notified Leakage, the Aggregate Consideration shall be reduced by an amount equal to the Notified Leakage less an amount equal to any Leakage Tax Adjustments in respect of that Leakage (the Net Notified Leakage) and: (a) where the Net Notified Leakage is not specifically attributable to one or more Sellers, such reduction shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement shall be reduced by that Seller’s Relevant Proportion of the Net Notified Leakage; and (b) where any Net Notified Leakage is specifically attributable to one Seller only, the Aggregate Consideration payable to that Seller shall be reduced by an amount equal to that Net Notified Leakage, provided that to the extent that the Aggregate Consideration is so reduced, the relevant Seller shall have no liability under subclause 8.1 or 8.2 in respect of such Notified Leakage. 8.5 For the purposes of this clause 8, any Leakage within limb (o) of the definition of Leakage shall be, in the case of Tax falling within limb (o)(i), apportioned amongst and deemed to have been received by the Sellers in the same manner as the Leakage in limbs (a) to (n) to which the Tax in question relates; and in the case of Tax falling within limb (o)(ii), apportioned amongst and deemed to have been received by each Seller in that Seller’s Relevant Proportion. 8.6 The Purchaser may be, notify the relevant Seller of a Leakage Claim on or before the date falling the earlier of: (i) nine (9) months after Completion; and (ii) 30 Business Days after the Company approves its audited financial statements for the financial year in which Completion occurs; provided that if Completion occurs on a date that is nine less than three (3) months following before the Completion Dateend of the fiscal year, the Purchaser may, at its sole option, extend the period contemplated by this clause (ii) by an additional 15 Business Days, setting out the amount of such Leakage together with reasonable evidence thereof, including in respect of any associated Tax and any Leakage Tax Adjustment a reasonable estimation and underlying assumptions thereof, in which case, in relation to any alleged breaches so notified, the Sellers shall remain liable until any relevant claims in respect of this clause 8 have been satisfied, settled or withdrawn. 9.4 Save 8.7 Subject to clause 8.4, Leakage shall be allocated as between the Sellers such that the Aggregate Consideration payable to each Seller pursuant to this agreement, less an amount equal to any Leakage Tax Adjustment resulting from such Leakage (and, in the case of fraud any Leakage not specifically attributable to one or wilful concealmentmore Sellers, the liability of each Seller and each EBT Beneficiary under shall be deemed to have received its Relevant Proportion of that Leakage (less an amount equal to any Leakage Tax Adjustments resulting from such Leakage) for the purpose of this clause 9 subclause 8.7) shall be reduced by such amount. The Sellers shall not in any circumstances exceed the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or be liable more than once in respect of which that Seller or EBT Beneficiarythe same Leakage, as regardless of whether more than one category of Leakage arises in respect of it. A claim by the case may be, or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as Purchaser under clause 8 shall be the case may be, pursuant to clause 22 of this Agreement (Grossing Up). 9.5 For the avoidance of doubt, the liability Purchaser’s sole remedy in respect of any Seller or EBT Beneficiary pursuant to this breach of clause 9 shall not be subject to 8 and/or any of the limitations set out in Schedule 7matter constituting Leakage.

Leakage. 9.1 4.1 Each of the Sellers and each of the EBT Beneficiaries severally covenants Vendor severally: (a) warrants to the Buyer (Purchaser in respect of itself only that, from (and its Related Persons onlyexcluding) that: 9.1.1 in the period from the Locked Box Date up to (and including Completion including) the date of this Agreement, neither it nor any of its Related Connected Persons have has received (which shall be deemed to include the benefit of any agreement or benefited from arrangement which is subject to limb (i) of Leakage) any amount of Leakage other than Permitted Leakage; and 9.1.2 (b) undertakes to the Purchaser that it shall procure that, in respect of itself only, during the period commencing from (but excluding) the date of this Agreement up to Completion, neither it nor any of its Related Connected Persons have consented will receive (which shall be deemed to or voted in favour of, through include the exercise benefit of any powers agreement or rights it has as director or shareholder arrangement which is subject to limb (i) of Leakage) any Leakage other than Permitted Leakage. 4.2 Subject to Completion occurring in accordance with the Company or as a party terms of this Agreement and to the Existing Shareholders’ Agreement remainder of this Clause 4: (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, any Leakage to be paid, made or incurred (or agreed to be paid, made or incurreda) in the period from the Locked Box Date up to and including Completion. 9.2 In the event of a breach of Clause 4.1 by any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3Vendor, 9.4 or 9.5), the relevant Seller or EBT Beneficiary, as the case may be, severally covenants to such Vendor shall pay to the Buyer on demand Purchaser within 10 Business Days after the amount has been agreed by the applicable Vendor or finally determined by a court of competent jurisdiction an amount in cash equal to the aggregate amount of any Leakage (excluding, for the avoidance of doubt, any Permitted Leakage and without double counting items that qualify as Leakage pursuant to one or value more limbs within the definition) actually received by or for the benefit of such Leakage received by it or Vendor and/or its Connected Persons as a result of a breach of Clause 4.1 plus the Reverse Ticker Amount (if any), which aggregate amount shall not include any VAT which is recoverable as input Tax by any member of its Related Persons or the Purchaser Group in respect of which it or any matter giving rise to Leakage, provided that any Leakage arising under limb 4.6(h) of its Related Persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, that definition associated with such receipt shall be liable for deemed to have been actually received by such Vendor (and treated as received on the date on which the Leakage occurred to which the Leakage under limb (h) of Leakage is connected); and (b) provided further that (i) any claim under to be made by the Purchaser pursuant to this clause 9 unless written notice has been given Clause 4.2 must be made in writing to the relevant Seller or EBT Beneficiary, as the case may be, on or before the date which is nine Vendor(s) within six months following the Completion Date. 9.4 Save in Date and must set out the case Purchaser’s calculation of fraud or wilful concealment, the liability of each Seller amount and all relevant details (as far as they are known by the Purchaser at the time) and each EBT Beneficiary Vendor shall cease to be under this clause 9 shall not in any circumstances exceed liability whatsoever to the aggregate amount of Leakage actually received by such Seller or EBT Beneficiary, as the case may be, and by any of its Related Persons or Purchaser in respect of which that Seller or EBT Beneficiaryall and any such claims not so notified in accordance with this sub-clause, as and (ii) where the case may beLeakage is not agreed between the Purchaser and the applicable Vendor, or any legal proceedings in respect of its Related Persons such Leakage have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as been issued and served within six months after the case may be, pursuant date of notice referred to clause 22 above is given and legal proceedings shall not be deemed to have been started unless a statement of this Agreement (Grossing Up)claim is both properly issued and validly served on the relevant Vendor. 9.5 4.3 For the avoidance of doubt, the liability Purchaser acknowledges and agrees that, save in the event of any Seller fraud or EBT Beneficiary pursuant fraudulent misrepresentation, the sole and only remedy available to this clause 9 it for Leakage and a breach of the provisions of Clause 4.1 is contained in Clause 4.2 and in the event that the relevant Vendor does not satisfy a claim for Leakage made against that Vendor, the Purchaser shall not be subject entitled to bring a claim for Leakage against any of the limitations set out other Vendors (severally or jointly) in Schedule 7respect of such non-satisfaction or non-payment. 4.4 The maximum aggregate liability of each Vendor severally in respect of this Clause 4 shall not exceed an amount equal to the Leakage actually received (or deemed to have been actually received pursuant to Clause 4.2) by such Vendor and any of its Connected Persons plus the Reverse Ticker Amount (if any), provided that any Leakage arising under limb 4.6(h) of that definition associated with such receipt shall be deemed to have been actually received by such Vendor. 4.5 No Vendor shall be liable under Clause 4.1 in respect of any Leakage to the extent: (a) that the Purchaser and/or any Group Company has recovered or received (with no obligation to repay) from some other person (other than the Purchaser or any Group Company) an amount in respect of the alleged Leakage which would otherwise have given rise to a claim under this Agreement, and in such circumstances the relevant Vendor shall have no liability in respect of such claim to the extent of the Sum Recovered. For the purposes of this Clause, “

Leakage. 9.1 Each of the Sellers 4.1 The Seller warrants and each of the EBT Beneficiaries severally covenants undertakes to the Buyer (in respect of itself and its Related Persons only) Purchaser that: 9.1.1 , in the period from the Locked Box Date up to and including Completion neither it nor any the date of its Related Persons have received or benefited from any amount of Leakage; and 9.1.2 neither it nor any of its Related Persons have consented to or voted in favour ofthis Agreement, through the exercise of any powers or rights it there has as director or shareholder in the Company or as a party to the Existing Shareholders’ Agreement (or the failure to exercise any such powers or rights) or the giving of instructions to any director appointed by it, not been any Leakage to be paid, made or incurred (or agreed to be paid, made or incurred) in the period and from the Locked Box Date up date of this Agreement to and including CompletionCompletion there will not be any Leakage. 9.2 4.2 In the event of any Leakage which is prohibited by clause 9.1 (but subject always to clauses 9.3, 9.4 or 9.5)between the Locked Box Date and Completion, the relevant Seller or EBT Beneficiary, as the case may be, severally shall indemnify and covenants to pay to the Buyer Purchaser on demand an amount in cash equal to the amount or value of such the Leakage received by it it, any member of the Seller’s Group or by any of its Related Persons their respective officers, directors or employees (as applicable), or in respect of which it any such person has benefited (save that the Seller shall also bear any Leakage that is a Tax amount that has been paid directly to the relevant Tax Authority and has not therefore been received by the relevant person or any in respect of its Related Persons which such persons have benefitted. 9.3 No Seller or EBT Beneficiary, as the case may be, shall be liable for any ). A claim under this clause 9 unless written notice has been given Clause 4.2 shall be the sole remedy available to the relevant Purchaser arising from a breach of Clause 4.1. 4.3 The Seller or EBT Beneficiaryis not liable to make a payment under Clause 4.2 unless the Purchaser has notified the Seller in writing of the occurrence of the Leakage to which any such payment relates, as stating in reasonable detail the case may benature of the breach and, if practicable, the amount claimed, on or before the date which is nine months following six month anniversary of the Completion Date. 9.4 Save in the case of fraud or wilful concealment4.4 Subject to Clause 4.5, the aggregate liability of each the Seller and each EBT Beneficiary under in respect of this clause 9 Clause 4 shall not in any circumstances exceed an amount equal to the aggregate amount of Leakage actually received by such or benefitting the relevant person (save that the Seller or EBT Beneficiary, as shall also bear any Leakage that is a Tax that has been paid directly to the case may be, relevant Tax Authority and has not therefore been received by any of its Related Persons the relevant person or in respect of which that Seller such persons have benefitted). 4.5 Nothing in this Clause 4 shall have the effect of limiting, restricting or EBT Beneficiaryexcluding any liability arising as a result of any fraud or wilful concealment by the Seller, as any member of the case may be, Seller’s Group or any of its Related Persons have benefitted plus any amounts owed by such Seller or EBT Beneficiary, as the case may be, pursuant to clause 22 of this Agreement (Grossing Up)their respective Affiliates. 9.5 For the avoidance of doubt, the liability of any Seller or EBT Beneficiary pursuant to this clause 9 shall not be subject to any of the limitations set out in Schedule 7.