Claims only to be brought under relevant Warranties. 9.1 The Purchaser acknowledges and agrees that the only Warranties given in relation to Taxation or any related claims, liabilities or other matters (“Tax Matters”) are the Tax Warranties and no other Warranty is given in relation to Tax Matters. The acts and matters for the purposes of sub-clause 5.1 are as follows:
(A) dispose of any material part of its business and undertaking other than a disposal of any business asset where its value is less than €20,000,000;
(B) acquire shares or (other than in the ordinary course) assets of or in any company or dispose of shares or (other than in the ordinary course) assets of or in any Subsidiary (in each case as applicable) where the value of the relevant shares or assets exceeds €20,000,000;
(C) participate equity in any partnership or joint venture;
(D) enter into, materially amend or terminate any Material Contract with any person or enter into any agreement on materially unusual, abnormal or onerous terms, other than amendments in the ordinary course made as part of the management of contracts for the supply and maintenance of equipment and the Target Group’s Network and IT contracts;
(E) make any capital commitment which, together with all other capital commitments entered into between the date of the Signing Protocol and Completion, exceeds the sum of €25,000,000 (in the case of Vodafone) or €50,000,000 (in the case of Liberty Global) in aggregate;
(F) offer to engage any new employee or consultant at an annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of €250,000 per annum, except to replace any outgoing employee with an incoming employee on substantially the same terms of employment or (in the case of Liberty Global) in connection with the change of employer or re-employment of an employee of either the UPC and Ziggo groups as part of the post-merger integration of those groups;
(G) dismiss any Senior Employee, other than for cause or unless not to do so would, in the reasonable opinion of the Seller, damage the business of the Target Group;
(H) make any material amendment, including increasing emoluments, to the terms of employment of any category of employees, save for (i) increases in emoluments made in accordance with the normal practice of the Retained Group or (ii) (in the case of Liberty Global) in connection with the harmonisation of employment terms between the UPC and Ziggo groups referred to in the Liberty Global Disclosure Letter;
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Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:
(a) Intellectual Property Rights, information technology or the IT Systems and data protection matters or any related claims, liabilities or other matters (IP Matters) are set out in Part B of Schedule 2 and no other Warranty is given in relation to IP Matters;
(b) real estate and planning and zoning matters or any related claims, liabilities or other matters (Real Estate Matters) are those set out in of Part C of Schedule 2 and no other Warranty is given in relation to Real Estate Matters;
(c) the employment of any past or present employee of the Target Company or any member of the Seller Group or any related claims, liabilities or other matters (Employee Matters) are set out in Part D of Schedule 2 and no other Warranty is given in relation to Employee Matters;
(d) retirement benefits, pensions or superannuation or any related claims, liabilities or other matters (Retirement Benefits Matters) are set out in Part E of Schedule 2 and no other Warranty is given in relation to Retirement Benefits Matters;
(e) Environmental Matters or any related claims, liabilities or other matters are set out in Part G of Schedule 2 and no other Warranty is given in relation to Environmental Matters;
(f) share schemes or any related claims, liabilities or other matters (Scheme Matters) are set out in Part F of Schedule 2 and no other Warranty is given in relation to Scheme Matters; and
(g) taxes or any related claims, liabilities or other matters are those set out in Part A of Schedule 10 and no other Warranty is given in relation to such matters.
Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:
(a) Intellectual Property Rights and information technology or any related claims, liabilities or other matters (IPR Matters) are set out in paragraph 2 of Part A of Schedule 4 and Part B of Schedule 4 and no other Warranty is given in relation to IPR Matters;
(b) real estate and planning and zoning matters or any related claims, liabilities or other matters (Real Estate Matters) are those set out in paragraphs 2 and 5.2(a) of Part A of Schedule 4 and 8 of Schedule 4 and no other Warranty is given in relation to Real Estate Matters;
(c) Environmental Matters are those set out in paragraph 2 of Part A of Schedule 4 and Part D of Schedule 4 and no other Warranty is given in relation to Environmental Matters;
(d) the employment of any past or present employee of any Target Company or any member of the Seller Group or any related claims, liabilities or other matters (Employee Matters) are set out in paragraph 2 of Part A of Schedule 4 and Part E of Schedule 4 and no other Warranty is given in relation to Employee Matters;
(e) retirement benefits, pensions or superannuation or any related claims, liabilities or other matters (Retirement Benefits Matters) are set out in paragraph 2 of Part A of Schedule 4 and 0 of Schedule 4 and no other Warranty is given in relation to Retirement Benefits Matters,
(f) taxation or any related claims, liabilities or other matters (Tax Matters) are those set out in paragraph 2 of Part A of Schedule 4 and Part A of Schedule 13 and no other Warranty is given in relation to Tax Matters.
Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:
(a) Intellectual Property Rights and information technology or any related claims, liabilities or other matters (IPR MATTERS) are those set out in Part B of Schedule 2 and each of the other Warranties shall be deemed not to be given in relation to IPR Matters;
(b) the Properties, any real estate and planning and zoning matters or any related claims, liabilities or other matters (REAL ESTATE MATTERS) are those set out in of Part C of Schedule 2 and each of the other Warranties shall be deemed not to be given in relation to Real Estate Matters;
(c) taxation or any related claims, liabilities or other matters (TAX MATTERS) are those set out in Part D of Schedule 2 and each of the other Warranties shall be deemed not to be given in relation to Tax Matters;
(d) environment or any related claims, liabilities or other matters (ENVIRONMENTAL MATTERS) are those set out in Part E of Schedule 2 and each of the other warranties shall be deemed not to be given in relation to Environmental Matters; and
(e) the employment of any past or present employee of any Target Company or any member of the Seller Group or any related claims, liabilities or other matters (EMPLOYEE MATTERS) are those set out in Part F of Schedule 2 and each of the other Warranties shall be deemed not to be given in relation to Employment Matters except that none of the restrictions in this Paragraph 5 (save for Paragraph 5(c)) shall apply to limit any Claim for breach of the Warranties contained in Paragraph 2.1 (Last Accounts), Paragraph 2.2 (Position Since Last Accounts Date) and Paragraph 7 (Litigation) of Part A of Schedule 2.
Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to Tax or Personnel or any related claims, liabilities or other Tax or Personnel matters (Tax and Personnel Matters) are those set out in paragraphs 6 and 10 of Schedule 3 and no other Warranty is given in relation to Tax and Personnel Matters.
Claims only to be brought under relevant Warranties a. The Purchaser acknowledges and agrees that the only Warranties given in relation to Tax or any related claims, liabilities or other matters ("Tax Matters") are the Tax Warranties and no other Warranty is given in relation to Tax Matters.
b. The Purchaser acknowledges and agrees that the only Warranties given in relation to Data Protection Legislation or any related claims, liabilities or other matters ("Data Protection Matters") are the Data Protection Warranties and no other Warranty is given in relation to Data Protection Matters.
Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:
(a) Taxation are the Boxed Tax Warranties (and no other warranty is given in relation to Tax); and
(b) the Accounts are those set out in paragraphs 2, 4.1, 4.2, 6 and 9.2 of Part A of Schedule 5 (and no other warranty is given in relation to the Accounts).
Claims only to be brought under relevant Warranties. 5.1 Xxxxx acknowledges and agrees that the only Warranties given in relation to:
(a) financial statements are those contained in Paragraph 3.1 of Part A of Schedule 4 (Warranties) and no other Warranty is given in relation to financial statements;
(b) Intellectual Property matters are those contained in Part B of Schedule 4 (Warranties) and no other Warranty is given in relation to Intellectual Property matters;
(c) Information Technology matters are those contained in Part C of Schedule 4 (Warranties) and no other Warranty is given in relation to Information Technology;
(d) Property Matters are those contained in Part D of Schedule 4 (Warranties) and no other Warranty is given in relation to Property Matters;
(e) Environmental Matters and health and safety matters are those contained in Part E of Schedule 4 (Warranties) and no other Warranty is given in relation to Environmental Matters;
(f) Employment Matters are contained in Part F and Part G of Schedule 4 (Warranties) and no other Warranty is given in relation to Employment Matters; and
(g) Tax Matters are the Tax Warranties contained in Part D of Schedule 13 (Tax) and no other Warranty is given in relation to Tax Matters.
Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:
(a) Intellectual Property and Information Technology or any related claims, liabilities or other matters or agreements relating thereto (IPR Matters) are set out in Part B of Schedule 2 and no other Warranty is given in relation to IPR Matters;
(b) the employment of any past or present employee of any Company or any member of the Unilever Group or any related claims, liabilities or other matters (Employee Matters) are set out in Part C of Schedule 2 and no other Warranty is given in relation to Employee Matters;
(c) retirement benefits, pensions or superannuation or any related claims, liabilities or other matters (Retirement Benefits Matters) are set out in Part D of Schedule 2 and no other Warranty is given in relation to Retirement Benefits Matters; and
(d) Taxation or any related claims, liabilities or other matters (Tax Matters) are those set out in the Tax Warranties and no other Warranty is given in relation to Tax Matters.
Claims only to be brought under relevant Warranties. The Purchasers acknowledge and agree that the only Warranties given in relation to:
(a) Intellectual Property Rights and information technology or any related claims, liabilities or other matters (IPR Matters) are set out in Part B of Schedule 2 and no other Warranty is given in relation to IPR Matters;
(b) real estate and planning and zoning matters or any related claims, liabilities or other matters (Real Estate Matters) are those set out in of Part C of Schedule 2 and no other Warranty is given in relation to Real Estate Matters;
(c) environment or any related claims, liabilities or other matters (Environmental Matters) are those set out in Part D of Schedule 2 and no other Warranty is given in relation to Environmental Matters;
(d) the employment of any past or present employee of any Target Company or any member of the Sellers’ Group or any related claims, liabilities or other matters (Employee Matters) are set out in Part E of Schedule 2 and no other Warranty is given in relation to Employee Matters;
