Acts of the Purchaser. No claim for breach of Warranties can be asserted toward the Substantiated Claims Amount by the Purchaser where such claim is wholly attributable to any voluntary act, omission, transaction or arrangement specifically requested by the Purchaser or otherwise specifically consented to in writing by the Purchaser prior to the occurrence of such voluntary act, omission, transaction or arrangement.
Acts of the Purchaser any act, omission or transaction of the Purchaser, any member of the Purchaser’s Group or any of the Group Companies or their respective directors, officers, employees or agents or, successors in title, after Completion:
(i) outside the ordinary course of business as now carried on or any negligent act, omission or transaction; or any default of any such person or persons after Completion; or
(ii) otherwise than pursuant to a legally binding commitment to which any of the Group Companies is subject on or before Completion;
Acts of the Purchaser. 5.1 No claim shall lie against the Seller under the Non-Tax Warranties to the extent that such claim is wholly or partly attributable to:-
(A) any voluntary act, omission, transaction, or arrangement carried out at the request of or with the consent of the Purchaser before Completion;
(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 on or after Completion; or
(C) any explicit admission of liability made after the date hereof by the Purchaser or on its behalf or by persons deriving title from the Purchaser on or after Completion.
5.2 The Seller shall not be liable for any breach of Non-Tax Warranties which would not have arisen but for any reorganisation or change in ownership of the Company after Completion or any changes in the accounting basis on which the Company values its assets or any other change in accounting policy or practice of the Company after Completion.
Acts of the Purchaser. (A) No claim shall lie against the Seller under the Warranties or Undertakings to the extent that such claim is wholly or partly attributable to any voluntary act, transaction or arrangement carried out at the request of or with the consent of the Purchaser before Completion.
(B) The Seller shall not be liable for any breach of Warranties or claims under the Undertakings which would not have arisen but for any reorganisation or change in ownership of the Shares after Completion or any changes in the accounting basis on which the Company values its assets or any other change in accounting policy.
Acts of the Purchaser. (A) No claim shall lie against the Seller under the Warranties (other than the Tax Warranties) or any of the covenants or indemnities in this agreement (other than, for the avoidance of doubt, the Tax Covenant) to the extent that such claim is attributable to:
(i) any voluntary act, action, omission, transaction or arrangement carried out or effected before Completion (but excluding the Pre-Sale Transfers) at the request of or with the written consent of the Purchaser or any member of the Purchaser’s Group, or under the terms of any of the Transaction Documents; or
(ii) any voluntary act, action, omission, transaction or arrangement carried out or effected by the Purchaser, any Group Member or any member of the Purchaser’s Group or on behalf of any of them or by, or on behalf of, persons deriving title from any of them (each a “Relevant Person”) on or after Completion or any change of residence of any member of the Purchaser’s Group on or after Completion, but excluding any act:
(a) carried out pursuant to a legally binding obligation of the Relevant Person incurred prior to Completion;
(b) pursuant to an obligation imposed by any law, regulation or requirement having the force of law, subject to paragraph 2.7 of this Schedule 7; or
(c) taking place with the written approval of the Seller or pursuant to, and in accordance with, any of the Transaction Documents.
(B) No liability shall arise in respect of any breach of any of the Warranties (other than the Tax Warranties) or under any of the covenants or indemnities in this agreement (other than, for the avoidance of doubt, the Tax Covenant) if and to the extent that liability for such breach is increased as a result of any admission of liability made without the prior written consent of the Seller, after the date hereof by the Purchaser, any Group Member or any member of the Purchaser’s Group or any person otherwise associated with the Purchaser or on behalf of any of them or by, or on behalf of, persons deriving title from any of them after Completion
(C) The Seller shall not be liable for any breach of the Warranties (other than the Tax Warranties) or claims under any of the covenants or indemnities in this agreement (other than, for the avoidance of doubt, the Tax Covenant) 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 after Completion or any changes in the accounting basis on ...
Acts of the Purchaser. Any commercially unreasonable act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after Closing;
Acts of the Purchaser. No liability shall attach to the Business Sellers in respect of any claim under the Seller Warranties to the extent the same is attributable to any voluntary act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or their respective directors, officers, employees, agents or successors in title, which is outside the ordinary and usual course of the relevant Business and which occurs after the NatWest Closing, in the case of a claim relating to the NatWest Business, or the RBS Closing, in the case of a claim relating to the RBS Businesses.
Acts of the Purchaser. 6.1 No Claim or Indemnity Claim (other than a Tax Covenant Claim) shall be made against the Seller to the extent such Claim or Indemnity Claim is attributable to:
(A) any voluntary act, omission, transaction or arrangement carried out at the request or direction of or with the written consent, of the Purchaser before Completion; or
(B) any breach by the Purchaser of any obligations under any of the Share Purchase Documents.
6.2 The Seller shall not be liable for any Claim or Indemnity Claim which would not have arisen but for any reorganisation or change in ownership of the Company after Completion (for the avoidance of doubt, excluding the sale of Shares at Completion in accordance with this Agreement) or any changes in law or in the accounting basis on which the Company values its assets or any other change in accounting or other policy or practice of the Company after Completion.
Acts of the Purchaser. No claim shall lie against GEC under the Warranties 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 before Completion;
(ii) any voluntary act, omission, transaction or arrangement carried out otherwise than in the ordinary course of business by the Purchaser or on its behalf or by persons deriving title from the Purchaser on or after Completion (excluding the event of Completion itself); or
(iii) any admission of liability made after the date hereof by the Purchaser, a Group Company or, a member of the Purchaser's Group or on their behalf or by persons deriving title from the Purchaser on or after Completion save any such admission made with the prior written consent of GEC.
Acts of the Purchaser. No claim shall lie against the Seller under the Transaction Documents (other than the Environmental Deed) or the Business Purchase Documentation to the extent that the liability resulting in such claim arises as a result of any voluntary act, omission, transaction, or arrangement carried out, by the Purchaser or the Company or on its or their behalf or by persons deriving title from the Purchaser or the Company on or after Completion unless it is carried out (i) in the ordinary course of business or (ii) pursuant to a legally binding obligation existing prior to Completion.
