Consequential and Indirect Loss. Notwithstanding any other provision of this Agreement, neither Party shall be liable under or in connection with this Agreement, whether in contract, tort or otherwise, for any indirect or consequential loss or any loss of profit, lost business, loss of goodwill or loss of opportunity.
Consequential and Indirect Loss. The Subscriber may not claim for any indirect or consequential loss.
Consequential and Indirect Loss. The Sellers shall not be liable for any Warranty Claim (save for Sellers’ Fundamental Warranty Claims) under this Agreement in respect of any (i) indirect or consequential losses, damages or costs (unless such losses, damages or costs were reasonably foreseeable) or (ii) any multiple-based losses, damages or costs (unless the Company or any member of the Purchaser’s Group is actually obligated to pay for such multiple-based losses, damages or costs to a third party as a result of a Third Party Claim). EMEA 119924213 73 Part 1 Rules for Preparation of Closing Accounts
1.1 The Closing Accounts shall:
(a) be prepared:
(i) as at the Effective Time;
(ii) based on the Company’s accounting records; and
(iii) in accordance with this Part 1 (Rules for Preparation of Closing Accounts) of this Schedule 6 (Closing Accounts);
(b) comprise: an unaudited balance sheet and profit and loss statement of the Company and a Closing statement, each substantially in the form set out in Part 4 (Closing Accounts Format) of this Schedule 6 (Closing Accounts), specifying:
(i) Actual Cash; and
(ii) Actual Debt;
(c) subject, where applicable, to the remaining provisions of this Part 1 (Rules for Preparation of Closing Accounts) of this Schedule 6 (Closing Accounts), be prepared and determined, and the items and amounts to be included in them shall be identified and calculated:
(i) by applying the specific accounting treatments set out in Part 2 (Specific Accounting Treatments) of this Schedule 6 (Closing Accounts);
(ii) subject to paragraph 1.1(c)(i), by applying the accounting principles, policies and practices which were applied in the preparation of the Accounts (including in relation to the exercise of accounting discretion or judgment) to the extent that such accounting principles, policies and practices complied with the Applicable Accounting Standards; and
(iii) subject to paragraphs 1.1(c)(i) and (ii), by applying the Applicable Accounting Standards.
1.2 Items and amounts to be included in the Closing Accounts in respect of Actual Cash and Actual Debt which are expressed in a currency other than US$ shall be converted into US$ at the Exchange Rate on the Closing Date.
