Common use of Exclusion of Sellers’ Liability Clause in Contracts

Exclusion of Sellers’ Liability. Except in case of Title Claims, the Sellers shall not be liable for Losses resulting from a Breach of Sellers’ Representations and/or a breach of any other obligation hereunder, if and to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as the case may be, to obtain any Tax or other benefit) and as a result thereof, such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is taken into account and has an effect on the Purchase Price in the Effective Date Accounts and the Purchase Price Determination Certificate; (c) any sum in respect of any matter to which a claim relates is recovered or could be reasonably expected to be recovered by the Purchaser or any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliates), including under an insurance policy (provided that any increase in insurance premiums shall be deemed Losses that require compensation); (d) any claim under this Agreement results from or is increased by the passing of, or any change in, any Law, interpretation or practice not in force at the date hereof or the withdrawal or restriction thereof after the Closing Date as well as of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done with respect to the subject matter of the claim prior to the Closing Date at the prior written request, or with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable to any act, omission, transaction or arrangement of the Purchaser or any of its Affiliates after Signing or arises due to any matter or circumstance required to be done or omitted to be done pursuant to and in compliance with this Agreement and/or the transactions contemplated hereunder; (h) any Tax or social security amount payable by the Purchaser or any of its Affiliates (including any Group Company post-Closing) is reduced as a result of a matter giving rise to a claim for breach of a Sellers’ Representation or covenant or other obligation under this Agreement; (i) any amount equal to the amount of any current or future saving or financial benefit including any Tax benefit received (including Tax credits, Tax reductions or an increase of Tax loss carry forwards) or receivable (including timing differences) by the Purchaser or any of its Affiliates (including any Group Company post-Closing); or (j) the underlying facts or circumstances giving rise to the Breach have been Fairly Disclosed in the Data Room or this Agreement (including its schedules) (the “Disclosed Information”). Any facts or circumstances shall be deemed “Fairly Disclosed” if the disclosure was made in a manner that (i) the significance or relevance of the respective information disclosed could have reasonably been appreciated by a reasonable and experienced purchaser with comparable M&A experience as Moody’s making use of capable staff and experts in the relevant field of expertise including competent and experienced commercial, financial, tax and legal advisors, and (ii) the respective information was not only disclosed in a document or area of the Data Room where such disclosure could not be reasonably expected. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 65 OF 93 Sec. 377 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)) and sec. 442 and 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) and the inherent legal concepts shall not apply to the Purchaser’s claims under or in connection with this Agreement.

Exclusion of Sellers’ Liability. Except in case of Title ClaimsIn no event shall the Seller be liable for any Breach, and the Sellers Purchaser shall not be liable for Losses resulting from a Breach of Sellers’ Representations and/or a breach of any other obligation hereunder, if and entitled to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as the case may be, to obtain any Tax or other benefit) and as a result thereof, such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is taken into account and has an effect on the Purchase Price in the Effective Date Accounts and the Purchase Price Determination Certificate; (c) any sum in respect of any matter to which a claim relates is recovered or could be reasonably expected to be recovered by the Purchaser or any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliates), including under an insurance policy (provided that any increase in insurance premiums shall be deemed Losses that require compensation); (d) bring any claim under this Agreement results from or is increased by the passing of, or any change in, any Law, interpretation or practice not in force at the date hereof or the withdrawal or restriction thereof after the Closing Date as well as of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done with respect to the subject matter of the claim prior to the Closing Date at the prior written request, or with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable to any act, omission, transaction or arrangement of the Purchaser or any of its Affiliates after Signing or arises due to any matter or circumstance required to be done or omitted to be done pursuant to and in compliance with this Agreement and/or the transactions contemplated hereunder; (h) any Tax or social security amount payable by the Purchaser or any of its Affiliates (including any Group Company post-Closing) is reduced as a result of a matter giving rise to a claim for breach of a Sellers’ Representation or covenant or other obligation under this Agreement; (i) any amount equal to the amount of any current or future saving or financial benefit including any Tax benefit received (including Tax credits, Tax reductions or an increase of Tax loss carry forwards) or receivable (including timing differences) by the Purchaser or any of its Affiliates (including any Group Company post-Closing); or (j) the underlying facts or circumstances giving rise to the Breach have been Fairly Disclosed in the Data Room or this Agreement (including its schedules) (the “Disclosed Information”). Any facts or circumstances shall be deemed “Fairly Disclosed” if the disclosure was made in a manner that (i) the significance or relevance of the respective information disclosed could have reasonably been appreciated by a reasonable and experienced purchaser with comparable M&A experience as Moody’s making use of capable staff and experts in the relevant field of expertise including competent and experienced commercial, financial, tax and legal advisors, and (ii) the respective information was not only disclosed in a document or area of the Data Room where such disclosure could not be reasonably expected. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 65 OF 93 Sec. 377 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)) and sec. 442 and 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) and the inherent legal concepts shall not apply to the Purchaser’s claims under or in connection with this Agreement., if and to the extent (for the avoidance of doubt, a partial exclusion is possible): (a) Either the Purchaser or the Purchaser's Representatives, or (following the Closing Date) the Group Entities, their respective representatives or any successor to all or part of their business have caused or participated in causing (verursacht oder mitverursacht) any Losses, except where these Losses were caused by legally mandatory actions, or have aggravated such Breach or any Losses resulting therefrom or failed to mitigate Losses pursuant to Section 254 German Civil Code (BGB); (b) The matter underlying the Breach has been taken into account in the Financial Statements, as a write-off (Abschreibung), value adjustment (Wertberichtigung), liability (Verbindlichkeit) or provision (Rückstellung), including general adjustments or provisions made for the relevant risk category (e.g., Pauschalwertberichtigungen, Pau­ schalriickstellungen), or otherwise; (c) The Purchaser or any of the Group Entities, or any successor to all or parts of their business has received or has a respective claim for repayment, reimbursement or indemnification against a third party (other than any of the Group Entities), including under any insurance policy in force until the Closing Date, or would have had such claim if the insurance coverage in force at the Closing Date had been maintained after the Closing Date; (d) The matter underlying the Breach was known by the Purchaser or any of the Purchaser's Representatives on the Signing Date, provided that the Purchaser shall in any event be deemed to have knowledge of all matters which were Fairly Disclosed in: (i) This Agreement, including its Exhibits and the Financial Statements (with Section l 2.l.5(b) above remaining unaffected); (ii) The Due Diligence Material. For the purposes of this Agreement, the “Due Diligence Material” means the documents and information of a commercial, financial, accounting, tax, legal, environmental and other nature concerning the Sold Shares, the Group Entities and the Business which were made available to the Purchaser and the Purchaser's Representatives during, or in connection with, the Due Diligence, including the statements made, and answers given, to the Purchaser and the Purchaser's Representatives during the question & answer process instituted with respect to the Due Diligence and during any other meetings, EU-DOCS\22159719 conference calls or correspondence with the Group Entities, the Entities' Representatives, the Seller and the Seller's Representatives, including in the course of the negotiation of this Agreement; in each case as far as uploaded to the electronic data room operated by Intralinks or an Affiliate thereof for the purposes of the Due Diligence; or

Exclusion of Sellers’ Liability. Except in case of Title Claims, the Sellers Seller shall not be liable in respect of a claim by Purchaser for Losses resulting misrepresentation or breach of warranty: (i) only to the extent, that a provision, reserve or expense for the matter giving rise to the claim was reflected in the Closing Transferred Business Account or to the extent that the claimed amount can be offset against excess reserve or provision within the same Caption; (ii) if, and to the extent, that the matter giving rise to the claim was Adequately Disclosed in the Disclosed Documents; (iii) for any Loss to the extent such Loss is recoverable by Purchaser, Purchaser's Affiliates or any of the Group Companies from a Breach third Person, including, but not limited to, an insurance company under an insurance policy taken out by Purchaser, any Purchaser's Affiliates or any of Sellers’ Representations and/or the Group Companies, or, should that be the case, Seller; (iv) if, and to the extent that, any Loss has been caused by any act or omission of Purchaser or any of Purchaser's Affiliates, before or after the Closing, or by any of the Group Companies after the Closing, or by the fact that Purchaser or any of Purchaser's Affiliates with respect to that part of the Transferred Business acquired by such Affiliate shall have failed to take, or cause any of the Group Companies to take, all reasonable steps to mitigate the Loss caused by a misrepresentation or breach of any other obligation hereunderwarranty; (v) with respect to Article 12.19, if and to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including that such claim can be offset by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as utilizing the case may be, to obtain any Tax or other benefit) and as a result thereof, such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is taken into account and has an effect on the Purchase Price in the Effective Date Accounts and the Purchase Price Determination Certificate; (c) any sum in respect of any matter to which a claim relates is recovered or could be reasonably expected to be recovered by the Purchaser or any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliates), including under an insurance policy (provided that any increase in insurance premiums shall be deemed Losses that require compensation); (d) any claim under this Agreement results from or is increased by the passing of, or any change in, any Law, interpretation or practice not in force at the date hereof or the withdrawal or restriction thereof after the Closing Date as well as of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done with respect to the subject matter of the claim prior to the Closing Date at the prior written request, or with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable to any act, omission, transaction or arrangement of the Purchaser or any of its Affiliates after Signing or arises due to any matter or circumstance required to be done or omitted to be done pursuant to and in compliance with this Agreement and/or the transactions contemplated hereunder; (h) any Tax or social security amount payable by the Purchaser or any of its Affiliates (including any Group Company post-Closing) is reduced as a result of a matter giving rise to a claim for breach of a Sellers’ Representation or covenant or other obligation under this Agreement; (i) any amount equal net operating loss carry forward up to the amount of any current or future saving or financial benefit including any Tax benefit received (including Tax credits, Tax reductions or an increase of Tax such net loss carry forwards) or receivable (including timing differences) by forward existing at the time Purchaser or any notifies Seller of its Affiliates (including any Group Company post-Closing); or (j) the underlying facts or circumstances giving rise to the Breach have been Fairly Disclosed in the Data Room or this Agreement (including its schedules) (the “Disclosed Information”). Any facts or circumstances shall be deemed “Fairly Disclosed” if the disclosure was made in a manner that (i) the significance or relevance of the respective information disclosed could have reasonably been appreciated by a reasonable and experienced purchaser with comparable M&A experience as Moody’s making use of capable staff and experts in the relevant field of expertise including competent and experienced commercial, financial, tax and legal advisors, and (ii) the respective information was not only disclosed in a document or area of the Data Room where such disclosure could not be reasonably expected. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 65 OF 93 Sec. 377 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)) and sec. 442 and 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) and the inherent legal concepts shall not apply to the Purchaser’s claims under or in connection with this Agreementclaim.

Exclusion of Sellers’ Liability. Except in case of Title Claims, the Sellers shall not be liable for Losses resulting from a Breach of Sellers’ Representations and/or a breach of any other obligation hereunder, Purchaser’s Warranty Claim if and to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as the case may be, to obtain any Tax or other benefit) and as a result thereof, such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is taken into account and has an effect on the Purchase Price in the Effective Date Accounts and the Purchase Price Determination Certificate; (c) any sum in respect of any matter to which a claim relates is recovered or could be reasonably expected to be recovered by the Purchaser or any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliates), including under an insurance policy (provided that any increase in insurance premiums shall be deemed Losses that require compensation); (d) any claim under this Agreement results from or is increased by the passing of, or any change in, any Law, interpretation or practice not in force at the date hereof or the withdrawal or restriction thereof after the Closing Date as well as of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done with respect to the subject matter of the claim prior to the Closing Date at the prior written request, or with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable to any act, omission, transaction or arrangement of the Purchaser or any of its Affiliates after Signing or arises due to any matter or circumstance required to be done or omitted to be done pursuant to and in compliance with this Agreement and/or the transactions contemplated hereunder; (h) any Tax or social security amount payable by the Purchaser or any of its Affiliates (including any Group Company post-Closing) is reduced as a result of a matter giving rise to a claim for breach of a Sellers’ Representation or covenant or other obligation under this Agreement; (i) any amount equal to the amount of any current or future saving or financial benefit including any Tax benefit received (including Tax credits, Tax reductions or an increase of Tax loss carry forwards) or receivable (including timing differences) by the Purchaser or any of its Affiliates (including any Group Company post-Closing); or (j) the underlying facts or circumstances giving rise to the Breach claim have been Fairly Disclosed specifically taken into account as a liability (Verbindlichkeit) or provision (Rückstellung) in the Final Effective Date Adjustment Statement or otherwise as debt-like items and have actually reduced the Purchase Price; b) Purchaser or any Target Group Company has actually received recovery (net of the costs and expenses of such recovery) from a third party with respect to such Purchaser Warranty Claim (with the Purchaser hereby undertaking to pursue any possible claim against third parties to the extent commercially reasonable provided that the foregoing shall not obligate Purchaser to initiate or maintain any lawsuit or arbitration or use such efforts if Purchaser reasonably believes such efforts would be detrimental to or injure Purchaser’s reputation or future business prospects in any material respect, in which case the Purchaser shall assign any such claim to the Sellers); c) Purchaser or, after the Effective Date, any Target Group Company has caused the facts or circumstances giving rise to the claim; d) the Purchaser’s Warranty Claim results from or is increased by any change in any law or regulation in writing which has occurred after Closing; e) any Losses have only occurred because of Purchaser’s breach against any obligations under Sections 24.1 and 25.2; or f) the facts or circumstances giving rise to the claim were disclosed, (i) in this Agreement, or (ii) as of 5:00 p.m. Central Europe Time 28/4/2022 (the “Data Room Expiry”), as part of the written information (for the avoidance of doubt, including any Q&A responses until the Data Room Expiry) of the virtual data room operated by Datasite under Project Astute for the purpose of the Transaction (collectively the “Data Room Documents”), provided that the disclosure has been made (i) in sufficient detail and specificity to allow a reasonable buyer to identify the factual, legal and economic relevance of such facts and circumstances and to make a reasonably informed assessment in this regard and (ii) in a folder of the virtual data room that would reasonably be expected to contain the disclosure of such facts or circumstances, it being understood that in any case any facts and circumstances made under and in connection with the documents and information included in the Data Room or this Agreement (including its schedulesDocuments as set forth in Exhibit 23.2f) (the “Disclosed Information”). Any facts or circumstances shall be deemed “Fairly Disclosed” if as not disclosed. This Section 23.2f) shall not apply to Purchaser’s Warranty Claims relating to the disclosure was made in incorrectness of Fundamental Warranties. A complete set of electronic copies of the Data Room Documents (buyside view) has been saved on each of four storage devices one of which will be provided to each of Purchaser and each Seller and one of which shall, immediately after the execution of this Agreement, be handed over by the Parties to the acting notary together with a manner that letter from Datasite confirming the completeness of the data saved on the storage devices at the time of Data Room Expiry and clarifying language as to which documents have been uploaded or modified after the Data Room Expiry and accordingly are not deemed to be disclosed pursuant to Section 23.2f)(ii). The notary is hereby instructed (i) to keep the significance storage device and the confirmation letter from Datasite in safe custody for five (5) years following the Closing Date, provided, however, that, if court or relevance arbitration proceedings pursuant to Section 40.7 are still pending on such date, the term of custody shall, upon any Party’s written request to the respective information disclosed could notary, be extended until three (3) months after such proceedings have reasonably been appreciated by a reasonable and experienced purchaser with comparable M&A experience as Moody’s making use of capable staff and experts in the relevant field of expertise including competent and experienced commercial, financial, tax and legal advisorsconcluded, and (ii) to provide the respective information was not only disclosed storage device and the confirmation letter to a court or arbitral tribunal upon written request of such court or arbitral tribunal or Purchaser, on one hand, and the Sellers, on the other hand (in which case the notary shall retain a document copy and make customary arrangements with the court or area arbitral tribunal to ensure that the original is returned to the notary as soon as possible). After lapse of that period the notary is entitled to destroy the Data Room where such disclosure could not be reasonably expectedDocuments without further notice. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 65 OF 93 Sec. 377 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)) and sec. 442 and 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) and the inherent legal concepts shall not apply to the Purchaser’s claims under or in connection with The notary accepts this Agreementinstruction.

Exclusion of Sellers’ Liability. Except in case of Title Claims, the Sellers Seller shall not be liable for Losses resulting from a Breach of Sellers’ Representations and/or a breach of and Purchaser shall not be entitled to bring any other obligation hereunderTax Payment Claim if and to the extent: 3.1 the relevant Tax could have been avoided by offsetting Tax losses, if and to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as the case may be, to obtain such losses have originated from any Tax assessment period or portion thereof ending prior to, or on, the Effective Date and such Tax losses (i) were actually utilized in any Tax assessment period or portion thereof beginning after the Effective Date, or (ii) could have actually been carried back to a Seller's Period under applicable Tax law by exercising an election right but have not been carried back due to the relevant Target Company's decision not to exercise such an election right, other benefit) and as a result thereof, than with respect to any such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is Tax losses that have been taken into account as Cash or in the calculation of Indebtedness or the Working Capital, irrespective of whether they are identified or described as Tax losses; Xxxxxx | Tax ScheduleExhibit 14 to SPA 3.2 the amount of the relevant Tax has or, if reasonable efforts had been applied, could have been recovered from a third party or under an insurance policy. This Section 3.2 shall not apply if and to the extent (i) the amount of the relevant Tax has, despite reasonable efforts having been applied, not been recovered within six months after payment was requested from the relevant third party or insurer for the first time, and (ii) the relevant claim has an effect been validly assigned to Seller. Further this Section 3.2 shall not apply to claims against employees of any Target Company if and to the extent it can be reasonably assumed that (y) on the Purchase Price basis of past practice, such claim would not have been raised and enforced prior to the Closing Date for sound business reasons or (z) such claim against the employee does not have a material face value; 3.3 the relevant Tax results from or is increased by (i) any change in the Effective Date Accounts accounting and taxation principles or practices of the Purchase Price Determination Certificate; Target Companies (cincluding methods of submitting Tax Returns) introduced after the Closing, except where such change is (x) made in order to comply with mandatory legal requirements or (y) made with Seller's explicit written consent, or (ii) any sum transaction or action (including the change in respect the exercise of any matter to which a claim relates is recovered Tax election right, the termination of any Tax consolidation scheme, the approval or could be reasonably expected to be recovered implementation of any reorganization measure or the sale of any asset) taken by the Purchaser or Purchaser, any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliatesthe Target Companies after the Closing, except where such transaction or action is (x) required to comply with mandatory law or (y) made with Seller's explicit written consent; provided that this Section 3.3 (i) shall only apply to the extent that such change, transaction or action has, by operation of applicable Tax laws (which will not include a decision by a Tax authority to audit a Seller Period because of a position taken on or the filing of a Tax Return of any Target Company with respect to a Tax assessment period (or portion thereof) beginning after the Effective Date), including under an insurance policy effect on a Seller's Period, Seller's Period Event or the relevant Tax and (provided ii) for the avoidance of doubt, shall not apply to any action taken with respect to any transfer pricing documentation, policies or procedures of any Target Company which by operation of law take effect solely for any periods after the Effective Date (excluding such actions that relate to any increase in insurance premiums shall be deemed Losses that require compensationCarve-Out Measure); 3.4 the relevant Tax results from or is increased by the Tax accounting treatment of any asset or liability which is transferred in the course of the Carve-Out Measures to any Target Company, including the receipt of a negative purchase price or a funding of any liability, a step-down of assets or a step-down of liabilities, e.g., pursuant to Section 5 (d7) any claim under this Agreement German Income Tax Act (EStG); 3.5 the relevant Tax results from or is increased by the passing of, or any change in, any Lawlaw, interpretation statute, ordinance, rule, regulation or in the published practice not of any Tax Authority, taking effect or occurring after the Signing Date or, with respect to Taxes Xxxxxx | Tax ScheduleExhibit 14 to SPA that directly result of any of the Carve-Out Measures, the relevant point in force time at which the date hereof Carve-Out Measure is effected; 3.6 the relevant Tax results from or is increased by the withdrawal cessation of or restriction thereof any major change in, in each case, after the Closing Date Date, the trade or business carried on by any Target Company as well as at the Closing Date; provided that this Section 3.6 shall only apply to the extent that such cessation or major change has, by operation of applicable Tax laws (which will not include a decision by a Tax authority to audit a Seller Period because of a position taken on or the filing of a Tax Return of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done Target Company with respect to a Tax assessment period (or portion thereof) beginning after the subject matter of Effective Date, an effect on a Seller's Period, Seller's Period Event or the claim prior relevant Tax; 3.7 Purchaser has failed to the Closing Date at the prior written request, or comply with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable to any act, omission, transaction or arrangement of the Purchaser or any of its Affiliates after Signing or arises due to any matter or circumstance required to be done or omitted to be done obligations pursuant to this Tax Schedule, unless and in compliance with this Agreement and/or the transactions contemplated hereunder; (h) any Tax or social security amount payable by the Purchaser or any of its Affiliates (including any Group Company post-Closing) is reduced as a result of a matter giving rise to a claim for breach of a Sellers’ Representation or covenant or other obligation under this Agreement; (i) any amount equal to the amount of any current extent Seller's ability to avoid or future saving or financial benefit including any mitigate the relevant Tax benefit received (including Tax credits, Tax reductions or an increase of Tax loss carry forwards) or receivable (including timing differences) was not materially prejudiced by the Purchaser or any of its Affiliates (including any Group Company postsuch non-Closing)compliance; or (j) 3.8 the underlying facts or circumstances giving rise relevant Tax is to the Breach have been Fairly Disclosed in the Data Room or be borne by Purchaser pursuant to Section 6.6 of this Agreement (including its schedulesVAT Clause), Section 18.11 of this Agreement (Minority Interest in Real Estate Partnerships) or Section 33.1 of this Agreement (the “Disclosed Information”Fees and Transfer Taxes). Any facts or circumstances shall be deemed “Fairly Disclosed” if the disclosure was made in a manner that (i) the significance or relevance of the respective information disclosed could have reasonably been appreciated by a reasonable and experienced purchaser with comparable M&A experience as Moody’s making use of capable staff and experts in the relevant field of expertise including competent and experienced commercial, financial, tax and legal advisors, and (ii) the respective information was not only disclosed in a document or area of the Data Room where such disclosure could not be reasonably expected. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 65 OF 93 Sec. 377 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)) and sec. 442 and 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) and the inherent legal concepts shall not apply to the Purchaser’s claims under or in connection with this Agreement.