Acts of Buyer. Any information, communication, request, demand, authorization, direction, notice, consent, waiver, report or other action provided by this Agreement to be given or performed by the Buyer shall be effective if given or performed by the Buyer or by the Collateral Manager on the Buyer’s behalf.
Acts of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller such certificates, instruments and documents as are required by this Agreement or as are required to give full effect to the transactions provided for herein. Such shall include, but not be limited to, the following:
Acts of Buyer. No Claim (other than a Claim in respect of Taxation or under the Tax Deed in which case clause 3 of the Tax Deed shall apply) shall lie against EE Holdco to the extent that some or all of the amount claimed would not have arisen but for:
Acts of Buyer. No Warrantor shall be liable in respect of a Warranty Claim to the extent that such claim is solely attributable to, or is increased directly as a result of, any voluntary act, omission, transaction or arrangement not otherwise required or contemplated hereunder or under any other Transaction Document, that is carried out at the written request of the Buyer on or after Completion, and for these purposes any act, omissions, transaction or arrangement which the Buyer considers (acting reasonably) is required to comply with applicable laws or the terms of any agreement or arrangement that exists as at the date of this Agreement shall not be voluntary. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Acts of Buyer. No claim shall lie against Seller under or in relation to the Warranties to the extent that such claim is attributable to:
(a) any voluntary act, omission or transaction carried out at the written request of or with the written consent of Buyer before Closing or under the terms of this Agreement or any other agreement contemplated hereunder; or
(b) any voluntary act, omission or transaction carried out by Buyer or any HI Entity or on its behalf or by persons deriving title from Buyer or by a member of Buyer’s Group after Closing other than where such act, omission or transaction is required by Law or a pre-existing legally binding commitment in each case, existing on the date hereof.
(c) any admission of liability made in breach of the provisions of this Agreement after the date hereof by Buyer or any HI Entity or on its or their behalf or by persons deriving title from Buyer or by a member of the Buyer’s Group on or after Closing.
Acts of Buyer. Notwithstanding anything in this Agreement to the contrary, neither Sellers nor M&F shall have any liability under this Agreement in respect of Taxes of the Acquired Companies or the Subsidiaries relating to any taxable periods or portions thereof ending after the Closing Date as determined pursuant to Section 6.9(e) which is attributable to any action of Buyer or any of its Affiliates (including, without limitation, the Acquired Companies and the Subsidiaries after the Closing Date) that occurs after the Closing Date.
Acts of Buyer. The Seller shall not be liable in respect of a Claim to the extent that such Claim is attributable to, or is increased directly or indirectly as a result of any act, omission, transaction or arrangement carried out with the prior written approval of the Buyer whether before or at Closing.
Acts of Buyer. The Warrantor shall not be liable in respect of a Principal Warranty Claim to the extent that such Principal Warranty Claim is directly attributable to, or to the extent it is increased directly or indirectly as a result of:
(a) any act, omission, transaction or arrangement carried out at the request of or with the approval of the Buyer before or at Completion; or
(b) any act, omission, transaction or arrangement carried out by or on behalf of the Buyer or by or on behalf of a member of the Buyer's Group outside the ordinary course of business after Completion.
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim (other than a claim under the Tax Warranties) if such Claim is attributable to, or is increased as a result of:
(a) any act, omission, transaction or arrangement carried out at the written request of or with the express approval of the Buyer before or at Completion; or
(b) any voluntary act, omission, transaction or arrangement by a member of the Buyer’s Group or its employees or agents after Completion (otherwise than: (a) as required by law, or (b) as required by a binding agreement entered into before Completion, or (c) where a member of the Buyer’s Group is acting in the usual and ordinary course of the Group’s business as carried on up to Completion); or
(c) any breach by the Buyer of any of its obligations under this Agreement or any of the documents referred to or incorporated in it or any obligations entered into pursuant thereto; or
(d) any reorganisation or change in ownership of any member of the Buyer’s Group on or after Completion.
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim to the extent such Claim is attributable to, or is increased directly or indirectly as a result of:
