Common use of Acts of Purchaser Clause in Contracts

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. (A) No claim shall lie against the VendorSellers, the Business Sellers, the Share Sellers, the US Business Seller, the IP Assets Sellers Seller 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 (in either case, in 151 151 writing) of the Purchaser or by of a member of the Purchaser's Group other than the Company before, at or after Completion or of the Company after Completion or under the terms of this Agreement or any other agreement contemplated by it (other than a liability to Tax arising as a result of the Companies) before Completion;entering into and/or the Completion of this Agreement); and (ii) any voluntary act act, omission, transaction or transaction arrangement 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 act, omission, transaction or transaction (a) is arrangement was 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 made by the Purchaser or any other member of the Purchaser's ' Group in the ordinary course of carrying on the European Culinary Brands Business after Completion or pursuant 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 commitment entered into by any the Company on 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 Bundleprior to Completion. (B) Neither the Vendor, the Share The Sellers, the US Business Seller, Sellers and the IP Assets Sellers nor any of them Share Seller shall not be liable for any breach of any Warranty or pursuant to PARAGRAPH 16 of SCHEDULE 8 which would not have arisen but for any reorganisation or change after in ownership of any member of the Purchaser's Group or of any assets of any such member after, but not at, Completion or change 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 GroupGroup which is different from that adopted or used in the preparation of the Financial Information or the Accounts after Completion other than, where the member of the Purchaser's Group is the Company, a change which is certified by the auditors for the time being of the Company to be necessary because the basis, method, policy or practice of accounting of the Company at the date of Completion is not in accordance with any published accounting practices or principles then current.

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 paragraph 16 of SCHEDULE 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 ’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 ’s Group on (save for the taking of any steps set out in SCHEDULE 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 ’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 ’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 ’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 ’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 paragraph 16 of SCHEDULE 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 ’s Group values its assets or in any accounting basis, method, policy or practice of any member of the Purchaser's ’s Group.