ACTS OF THE BUYER. The Warrantors shall not be liable under the General Warranties in respect of any claim:
(a) to the extent that such claim arises or is increased as a result of any breach by the Buyer of any of its obligations under this agreement or any agreement or document entered into pursuant to this agreement; or
(b) to the extent that such claim would not have arisen but for any transaction, arrangement, act or omission (or any combination of the same) carried out or effected at any time after Completion by the Buyer or any member of the Buyer’s Group outside the ordinary course of its business; or
(c) to the extent that such claim is caused by or to the extent that such claim is increased by any voluntary act, omission, transaction or arrangement carried out by, at the written request of or with the written consent of, the Buyer before Completion.
ACTS OF THE BUYER. The Seller shall not be liable under the Warranties, or in respect of paragraph 6(b) below only the Seller shall not be liable under the Tax Warranties, in respect of any claim:
(a) to the extent that such claim arises or is increased as a result of any breach by the Buyer of any of its obligations under this agreement or any agreement or document entered into pursuant to this agreement;
(b) to the extent that the Buyer had knowledge of the facts, matters or circumstances giving rise to such claim at or before Completion;
(c) to the extent that such claim would not have arisen but for any transaction, arrangement, act or omission (or any combination of the same) carried out or effected at any time after Completion by the Buyer or any member of the Buyer’s Group:
(i) outside the ordinary course of its business; and
(ii) the Buyer or relevant member of the Buyer’s Group, as the case may be, knew or should reasonably have known that it would give rise to such a claim and although there was an alternative course of action reasonably open to the Buyer which would not be to the detriment of the Business the Buyer or relevant member of the Buyer’s Group chose not to take such action.
ACTS OF THE BUYER. The Seller shall not be liable under the Warranties, or in respect of paragraph 6(b) below only the Seller shall not be liable under the Tax Warranties, in respect of any claim:
ACTS OF THE BUYER. 6.1 No claim shall be made against the Seller under any of the Seller Warranties if and to the extent that such claim is attributable in whole or part to:
6.1.1 any act, omission, transaction or arrangement carried out at the written request, or with the prior written consent, of any Buyer Party before Completion;
6.1.2 any act, omission, transaction or arrangement carried out by any Buyer or any of its Affiliates on or after Completion which is outside the ordinary course of business; or
6.1.3 any breach by the Buyer or any other Buyer Party of any obligations under any Transaction Document.
6.2 The Seller shall not be liable for any claim under any of the Seller Warranties which would not have arisen but for:
6.2.1 any objection from any employee of any Target Entity or BGL, or any customer, distributor or supplier of the BDE Business, to the Buyer or, indirectly, the Buyer Guarantor, acquiring, or proposing to acquire, the BDE Business; or
6.2.2 any reorganisation or change in ownership of the BDE Business after Completion (for the avoidance of doubt, excluding the sale of the Target Company Shares and the Purchased Assets in accordance with this Agreement) or any changes in Law or in the accounting basis on which any Target Entity values its assets or any other change in accounting or other policy or practice of any Target Entity after Completion.
6.3 The Seller shall not be liable for any claim under any of the Seller Warranties when given at the date of this Agreement if and to the extent that such claim is attributable in whole or part to any act, omission, transaction or arrangement which occurs between the Offer Date and the date of this Agreement which, on the assumption that the relevant provisions had at the relevant time been in full force and effect, (i) would not have been required to be notified to the Buyer in accordance with Clause 10.1; or (ii) was notified to the Buyer in accordance with the provisions of Clause 10.1 and to which no notification of objection was received in accordance with paragraph 3 of Schedule 11, provided that the provisions of this Clause 6.3 shall not operate to limit the liability of the Seller for any claim under any of the Seller Warranties to the extent that such claim is attributable in whole or in part to or arises as a result of: (a) any failure by any Target Entity or BGL in relation to the UK Business to comply with applicable Laws; (b) any Target Entity or BGL in relation to the UK Business settling, com...
ACTS OF THE BUYER. 6.1. The Sellers shall not be liable under the Warranties in respect of any claim:
6.1.1. to the extent that such claim arises or is increased (to the extent of the increase only) as a result of any breach by the Buyer of any of its obligations under this Agreement;
6.1.2. to the extent that such claim is attributable to or is increased (to the extent of the increase only) by any voluntary act, omission, transaction or arrangement carried out by, at the request of or with the consent of, the Buyer before Closing.
ACTS OF THE BUYER. The Warrantors shall not be liable in respect of any Warranty Claim:
(a) to the extent that such Warranty Claim arises or is increased as a result of any breach by the Buyer of any of its obligations under this agreement or any of the Transaction Documents;
(b) to the extent that such Warranty Claim arises or is attributable to or is increased by any voluntary act, transaction or arrangement carried out by or at the written request of, or with the written consent of, any member of the Buyer’s Group before Completion; or
(c) to the extent that such Warranty Claim would not have arisen but for any voluntary act or omission carried out after Completion by any member of the Buyer’s Group (including any member of the Target Group) outside the ordinary course of business unless the Buyer considers, acting reasonably and in good faith, that taking or not taking such action would materially and adversely affect the goodwill or bona fide commercial interests of any member of the Buyer’s Group.
ACTS OF THE BUYER. 6.1 The Seller shall not be liable under this Agreement in respect of any Non-Tax Claim:
6.1.1 to the extent that such Non-Tax Claim arises or is increased as a result of any breach by the Buyer of any of its obligations under this Agreement, or any agreement or document entered into pursuant to this Agreement;
6.1.2 to the extent that such Non-Tax Claim would not have arisen but for any transaction, arrangement, act or omission (or any combination of the same) carried out or effected at any time after Completion by the Buyer or any member of the Buyer's Group;
6.1.3 to the extent that such claim is attributable to, or is increased by, any voluntary act, omission, transaction or arrangement carried out by, or by a person other than the Seller or its officers or employees at the request of, Sagitta Asset Management Limited on or after 14 January 2002;
6.1.4 to the extent that such claim is attributable to or is increased by any admission of liability by or on behalf of the Buyer or a member of the Buyer's Group on or after Completion which is in breach of clause 10.1, provided that the Seller has complied with its obligations under that clause with respect to the claim in respect of which such liability does or may arise.
ACTS OF THE BUYER. Any act, omission or transaction of the Buyer or the Company’s respective directors, officers, employees or agents or successors in title, after Closing.
ACTS OF THE BUYER. The Seller shall not be liable under the Warranties in respect of any claim:
(a) to the extent that such claim arises or is increased as a result of any breach by the Buyer of any of its obligations under this agreement or any agreement or document entered into pursuant to this agreement;
(b) to the extent that any member of the Buyer’s Group or Xxxxx Xxxxxxx Xxxxx or Xxxxxx Xxxxxxxxx had actual knowledge of the facts, matters or circumstances giving rise to such claim at or before Completion.
ACTS OF THE BUYER. 5.1 The Seller shall have no liability whatsoever in respect of a Warranty Claim if and to the extent that:
(a) the matter giving rise to a Warranty Claim would not have arisen but for a voluntary act, omission or transaction carried out either:
(i) before the Closing Time at the written request of the Buyer; or
(ii) after the Closing Time by the Buyer other than, in each case:
(A) in the ordinary and usual course of business;
(B) as required in order to comply with any obligations under this Agreement.
