Acts of Purchaser. (A) No claim shall lie against the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers or any of them under or in relation to the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 to the extent that such claim is attributable to:
(i) any voluntary act, omission, transaction or arrangement carried out at the written request of or with the written consent of the Purchaser or by a member of the Purchaser's Group (other than the Companies) before Completion;
(ii) any voluntary act or transaction carried out or entered into by the Purchaser or by a member of the Purchaser's Group on (save for the taking of any steps set out in SCHEDULE 5 (Completion)) or after Completion unless such act or transaction (a) is carried out or entered into by the Purchaser or another member of the Purchaser's Group in the ordinary course of business, (b) is required to be carried out or entered into by law or regulation in any relevant jurisdiction, or (c) is carried out or entered into pursuant to a legally binding commitment entered into by a Company or a member of the Vendor's Group in respect of the US Business prior to Completion; or
(iii) any failure by the Purchaser or any other member of the Purchaser's Group to take, after Completion, an action which is required of it (a) by law or regulation in any relevant jurisdiction, or (b) otherwise under any legally binding contract or agreement entered into by any Company or any member of the Vendor's Group in respect of the US Business and (in the case of (b) only) listed in the Data Room Index or forming part of the Disclosure Bundle.
(B) Neither the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers nor any of them shall be liable for any breach of any Warranty or pursuant to PARAGRAPH 16 of SCHEDULE 8 which would not have arisen but for any change after Completion in any accounting basis on which any member of the Purchaser's Group values its assets or in any accounting basis, method, policy or practice of any member of the Purchaser's Group.
Acts of Purchaser. (i) any act, omission, transaction or arrangement carried out at the written request of or with the written consent of the Purchaser or any other member of the Purchaser's Group before Completion or in accordance with the terms of this Agreement or any of the other documents entered into pursuant to this Agreement (including any such act, omission, transaction or arrangement which has any impact or effect on the tax structure, arrangements, residency or efficiency of any Group Company); or
(ii) any act, omission, admission of fact or liability, transaction or arrangement of the Purchaser or any member of the Purchaser's Group, or their respective directors, employees or agents or successors in title, after Completion (including any such act, omission, admission of fact or liability, transaction or arrangement which has any impact or effect on the tax structure, arrangement, residency or efficiency of any Group Company);
Acts of Purchaser. 6.1 No claim shall lie against the Seller under or in relation to the Warranties to the extent that such claim is attributable to:
(A) any voluntary act, omission, transaction, or arrangement carried out at the written request of or with the written consent of the Purchaser or of a member of the Purchaser’s Group before, at or after Completion or under the terms of this Agreement or any other agreement contemplated by it;
(B) any voluntary act, omission, transaction, or arrangement carried out by the Purchaser or by a member of the Purchaser’s Group on or after Completion which is outside the ordinary course of business of the relevant member of the Purchaser’s Group and/or which the relevant member of the Purchaser’s Group knew, or ought reasonably to have known (after reasonable enquiry), would, or was reasonably likely to, result in a claim; or
(C) any admission of liability made in breach of the provisions of this Schedule after the date hereof by the Purchaser or on its behalf or by persons deriving title from the Purchaser or by a member of the Purchaser’s Group on or after Completion.
6.2 The Seller shall not be liable for any breach of any Warranty which would not have arisen but for any reorganisation (including a cessation of the whole or part of any trade) or change in ownership of any member of the Purchaser’s Group or of any assets of any such member after Completion or change in any accounting basis on which any member of the Purchaser’s Group values its assets or any accounting basis, method, policy or practice of any member of the Purchaser’s Group which is different from that adopted or used in the preparation of the Completion Current Asset Statement.
Acts of Purchaser. 8.1 The Parent shall not be liable in respect of a Warranty Claim to the extent such liability is attributable to:
(a) any act, omission or transaction carried out on or after Completion by or at the request of or with the consent of the Purchaser or any of its Affiliates;
(b) any cessation of, or any material change in, the nature or conduct of any business carried on by the Purchaser or the Target, occurring on and/or after Completion (other than as a means of mitigating a Loss);
(c) the making of a claim, election, surrender or disclaimer or the giving of a notice or consent after Completion by the Purchaser or any member of the Enlarged Group or any other person connected with any of them (unless any provision or reserve for Taxation in the Accounts is computed on the basis that such action will be taken);
(d) anything expressly provided to be done or omitted to be done pursuant to this Agreement or any other Transaction Document; or
(e) anything done before Completion at the request of the Purchaser or any of its then Affiliates.
8.2 The Parent shall not be liable in respect of a Warranty Claim under Tax Warranties to the extent such liability is attributable to or is increased as a result of a voluntary act, transaction or omission carried out by the Purchaser, the Target or entity connected with the Purchaser after Completion being an act which:
(a) is not in the ordinary course of business of the Target as such business was conducted at Completion; and
(b) the Target was not legally committed to do under a commitment that existed on or before Completion.
Acts of Purchaser. 6.1 No Claim shall lie against the Vendor to the extent that such claim is attributable to:
(a) any voluntary act, omission, transaction or arrangement carried out by the Purchaser or the Company on or after Completion which the Purchaser or the Company was aware or ought reasonably to have been aware would give rise to or increase the amount of a Claim; or
(b) any admission of liability made in breach of the provisions of this Schedule after the date of this Agreement by the Purchaser or the Company or on its behalf.
6.2 No Claim shall lie against the Vendor to the extent that such Claim is attributable to any reorganization or change in ownership of the Company or its parent or of any assets of the Company after Completion or change in any accounting basis for valuing the Company's assets or any accounting basis, method, policy or practice which is different from that adopted or used in the preparation of the Audited Accounts.
Acts of Purchaser. The Vendor shall not be liable in respect of a Claim (other than a Claim under the Tax Warranties) to the extent such Claim is increased directly or indirectly as a result of:
Acts of Purchaser. (A) No claim shall lie against the Seller under or in relation to the Warranties to the extent that such claim is attributable to any voluntary act, omission, transaction or arrangement carried out at the request of or with the consent of the Purchaser or by a member of the Purchaser's Group before, at or after Completion or under the terms of this Agreement or any other agreement contemplated by it.
(B) The Seller shall not be liable for any breach of any Warranty which would not have arisen but for any reorganisation or change in ownership of any member of the Purchaser's Group or of any assets of any such member after, but not at, Completion or any change after Completion in any accounting basis on which any member of the Purchaser's Group values its assets or any accounting basis, method, policy or practice of any member of the Purchaser's Group which is different from that adopted or used in the preparation of the Financial Information other than changes required to comply with the United Kingdom Generally Accepted Accounting Practice.
Acts of Purchaser. (A) No claim shall lie against the Seller under or in relation to the Warranties (other than the Tax Warranties) to the extent that such claim is attributable to:
(i) any voluntary act, omission, transaction, or arrangement carried out by the Purchaser or by a member of the Purchaser's Group on or after Completion; or
(ii) any admission of liability made in breach of the provisions of this schedule after the date hereof by the Purchaser or on its behalf or by persons deriving title from the Purchaser or by a member of the Purchaser's Group on or after Completion.
(B) The Seller shall not be liable for any breach of any Warranty (other than a Tax Warranty) to the extent that a claim for any breach of any Warranty occurs or is increased as a result of any reorganisation or change in ownership of any member of the Group after Completion or change in any accounting basis on which any member of the Group values its assets or any accounting basis, method, policy or practice of any member of the Group.
Acts of Purchaser. 6.1 The Seller will have no liability in respect of any General Warranty Claim, or its liability in respect of any such claim will be reduced, to the extent that (as appropriate) the matter giving rise to the claim in question would not have arisen but for, or the amount of the claim is increased by:
Acts of Purchaser. No Warranty Claim (other than a Tax Warranty Claim) shall lie against the Seller to the extent that such Warranty Claim is attributable to:
(A) any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request of or with the written approval or consent of the Purchaser;
(B) any voluntary act, omission, transaction or arrangement carried out by the Purchaser or on its behalf or by persons deriving title from the Purchaser or by a member of the Purchaser’s Group on or after Completion which the Purchaser knew, or ought reasonably to have known, would result in a Warranty Claim, otherwise than that which is undertaken in order to comply with applicable Law or to comply with the terms of any of the Transaction Documents; or
(C) any admission of liability made in breach of the provisions of this Schedule after the date hereof by the Purchaser or on its behalf or by persons deriving title from the Purchaser or by a member of the Purchaser’s Group on or after Completion.
