Common use of LIMITATIONS TO THE WARRANTIES Clause in Contracts

LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------ 12.1 The Vendors shall be under no liability in respect of the Warranties unless the Vendors shall have been given written notice by the Purchaser prior to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of the aggregate amount of such liability. LIMITATION IN AMOUNTS --------------------- 12.2 The aggregate liability of the Vendors in respect of the Warranties shall not in any event exceed the Consideration (as adjusted). 12.3 The Vendors shall have no liability in respect of any individual claim under the Warranties where that claim is for a sum less than (pound)2,000. 12.4 The Vendors shall not be obliged to make any payment to the Purchaser or BTI by way of damages for breach of the Warranties unless the total amount of the liability of the Vendors relative to claims for breach of Warranty in aggregate exceeds (pound)35,000 in which event the Vendors shall be liable for the whole amount and not merely the excess over (pound)35,000. GENERAL LIMITATIONS ------------------- 12.5 12.5.1 The Vendors shall have no liability in respect of the Warranties to the extent that any of the following circumstances apply:- 12.5.1.1 where such liability would not have arisen but for some voluntary act or transaction carried out by or on behalf of the Purchaser and/or some voluntary omission of (or on behalf of) the Purchaser after the Effective Date. 12.5.1.2 where any breach of Warranties occurs as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively; 12.5.1.3 where any breach of the Warranties is capable of remedy unless the Purchaser shall have first afforded to the Vendors opportunity to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business and the Purchaser shall not be materially prejudiced by allowing the Vendors such opportunity; 12.5.1.4 where any breach of the Warranties occurs as a result of any change in the accounting policies or practices of the Business (including the

LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------5.1 Notwithstanding any other provision of this agreement (but save as acknowledged below), no limitations of any kind whatsoever shall apply to any claim under this agreement or any agreements contemplated hereby against a Vendor: 12.1 (a) which is (or the delay in discovery of which is) the consequence of any fraud, dishonesty or deliberate concealment on the part of that Vendor, his or its agents or advisers; or 15 (b) which is the result of a breach of any Warranty in Part A of schedule 4; it being acknowledged and agreed that the limitation provisions shall apply to any claim brought against any of the other Vendors who were not a party to such fraud, dishonesty or concealment or to whose Sale Shares the breach of Warranty in Part A of the schedule 4 did not apply. 5.2 The Vendors following provisions of this clause 5.2 shall operate to exclude and/or limit the liability of the Warrantors under or in connection with this agreement (where expressly stated) in sub-clauses 5.2 (m) and (s) and the Warranties: (a) the Warrantors shall not be liable under or by virtue of the Warranties in respect of any matter Disclosed in the Warrantors' Disclosure Letter; provided, however, that any information Disclosed with respect to a particular Warranty in the Warrantors' Disclosure Letter shall be under deemed to be Disclosed and incorporated in any other section of the Warrantors' Disclosure Letter where such disclosure would be appropriate; (b) the Warrantors shall have no liability in respect under or by virtue of the Warranties unless the Vendors shall have been given written notice by the Purchaser prior to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of until the aggregate amount of such liability. LIMITATION IN AMOUNTS --------------------- 12.2 The aggregate liability of all valid claims by the Vendors in respect Purchaser under or by virtue of the Warranties shall not in any event exceed the Consideration [*] (as adjusted). 12.3 The Vendors shall have no liability in respect of any individual claim under the Warranties where that claim is for a sum less than (pound)2,000. 12.4 The Vendors shall not be obliged to make any payment subject always to the Purchaser or BTI by way other provisions of damages for breach of this clause 5.2) and in such case the Warranties unless the total amount of the liability of the Vendors relative to claims for breach of Warranty in aggregate exceeds (pound)35,000 in which event the Vendors Warrantors shall be liable for the whole of such amount of that claim and not merely just the excess over excess; (pound)35,000. GENERAL LIMITATIONS -------------------c) no single claim may be made against the Warrantors under or by virtue of the Warranties * unless the amount so claimed in respect of that claim shall exceed [*] and any claim of less than that amount shall be disregarded for all purposes but once such amount has been exceeded, the Warrantors shall be liable for the whole of such amount of that claim and not just the excess; 12.5 12.5.1 The Vendors shall have no liability (d) if, but for this clause 5.2(d), the Warrantors would be liable in respect of the same matter under or by virtue of more than one of the Warranties and any sum in respect of that matter is paid under one particular Warranty the liability of the Warrantors (if any) under or in respect of another Warranty in respect of that matter shall be reduced by the amount of such sum; (e) if the Warrantors pay an amount in respect of any liability under or by virtue of the Warranties and the Purchaser or the Company subsequently recovers from a third party (including, for the avoidance of doubt, any insurance company or any tax authority) a sum which is received as a result of that breach, the Purchaser shall promptly repay or ---------- * Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. (f) the amount of any claim under or by virtue of the Warranties shall take into account any cash relief from, or cash deductions realised by the Company and the Purchaser in respect of Taxation; (g) the Warrantors shall not be liable for any claim which would not have arisen, or to the extent that any claim would have been for a lesser amount, except as a result of a voluntary act, default or transaction of the following circumstances apply:-Purchaser or of the Company (save where pursuant to a legally binding obligation existing prior to Completion or in the ordinary course of business) or any permitted successor or assignee of the Purchaser occurring on or after Completion; 12.5.1.1 where (h) the Warrantors shall be under no liability under or by virtue of the Warranties in respect of any matter arising from or connected with any change of the accounting reference date of the Company or any accounting policy or practice of the Company adopted by the Purchaser or the Company after Completion; (i) the Warrantors shall not be liable in respect of a claim under or by virtue of the Warranties if such claim would not have arisen or would have been made for a lesser amount but for a change or changes in legislation made after Completion; (j) the amount of any successful claim against the Warrantors under or by virtue of the Warranties shall be deemed to constitute a reduction in the price payable by the Purchaser for the Sale Shares; (k) the Warrantors shall have no liability to the Purchaser or the Company under or by virtue of the Warranties: (i) to the extent that allowance, provision or reserve in respect of the matter or thing which gave rise to any such liability has been provided for in the Accounts or to the extent that payment or discharge of the relevant matter has been taken into account therein; or (ii) in respect of any allowance, provision or reserve made in the Accounts which is insufficient or inadequate only by reason of any increase in any rate of Taxation effective after the Accounts Date; or 17 (iii) to the extent that such liability would not have arisen or would have been made for a lesser amount but for some voluntary any alteration, enactment or re-enactment of any legislation, subordinate legislation or quasi legislative act or transaction carried out any regulatory requirement or any SSAP or FRS which takes effect after Completion; (l) nothing contained in this agreement shall or shall be taken to relieve the Purchaser or the Company of any duty and obligation to use reasonable endeavours to (which shall not include making a claim against the Purchaser's insurer but shall include making a claim against the Company's insurer(s) as at Completion where permitted under the relevant insurance policy) mitigate any Damages which the Purchaser or the Company may incur or suffer and the Purchaser shall and shall procure that the Company shall use reasonable endeavours (which shall not include making a claim against the Purchaser's insurer but shall include making a claim against the Company's insurer(s) as at Completion where permitted under the relevant insurance policy) to mitigate any such Damages which the Purchaser or the Company may incur or suffer in relation to any claim against the Warrantors under or pursuant to the Warranties subject to the Purchaser and/or the Company being indemnified by the Warrantors against all costs and expenses reasonably and properly incurred in connection therewith; (m) if the benefit of the Warranties or on behalf indeed any other right of the Purchaser and/or some voluntary omission or the Company under this agreement is assigned, the obligations and liabilities of the Warrantors (if any) shall be no greater than it would have been if the Purchaser had remained the owner of the Sale Shares and had retained the benefit of the Warranties and its other rights under or on behalf ofpursuant to this agreement; 18 (n) the Purchaser after the Effective Date. 12.5.1.2 where irrevocably and unconditionally waives any breach of Warranties occurs as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively; 12.5.1.3 where and all rights it may have to rescind this agreement for any breach of the Warranties or untrue representation, or undertaking or statement of fact or opinion made to it in relation to the subject matter or this agreement or the Company which is capable not contained in this agreement or the Warrantors' Disclosure Letter (including the annexures thereto) and, save in the case of remedy unless any fraudulent misrepresentation, the Purchaser agrees with the Warrantors that the Purchaser shall have first afforded no remedy against the Warrantors, and the Warrantors shall have no liability of whatever nature and howsoever arising to the Vendors opportunity Purchaser, in respect of any statement of fact or opinion whatsoever, including any untrue or misleading statement, warranty or representation (express or implied) made to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business and the Purchaser shall or its agents, officers or employees upon which the Purchaser or its agents, officers or employees relied or may have relied in entering into this agreement which is not be materially prejudiced by allowing the Vendors such opportunitycontained in this agreement; 12.5.1.4 where any breach of the Warranties occurs as a result of any change in the accounting policies or practices of the Business (including the

LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------8.1 The aggregate liability of the Vendor in respect of all breaches of the Warranties shall not exceed US$9,452,831. 12.1 The Vendors 8.2 Save in the case of fraud or wilful concealment the Vendor shall be under no liability in respect of breaches of the Warranties unless the Vendors shall have been given written notice by the Purchaser prior to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of the aggregate amount of such liability. LIMITATION IN AMOUNTS --------------------- 12.2 The aggregate liability of the Vendors Vendor in respect of all breaches of the Warranties exceeds US$120,000, provided that if such amount is exceeded, the Vendor shall (subject to Clause 8.1) be liable for the whole amount claimed in respect of breaches of the Warranties and not only for the excess. 8.3 The Purchaser shall not in be entitled to make any event exceed claim against the Consideration (as adjusted). 12.3 The Vendors shall have no liability Vendor in respect of any individual claim under the Warranties where that claim is for a sum less than (pound)2,000. 12.4 The Vendors shall not be obliged to make any payment to the Purchaser or BTI by way of damages for breach of the Warranties unless the total amount Purchaser has served written notice of its intention to make such a claim (containing all such details as are then reasonably available to the Purchaser) to the Vendor at or before 5pm Greenwich Mean Time on the second anniversary of Completion. 8.4 Where in relation to a claim for damages on account of a breach of the liability Warranties which has been notified in writing prior to the date relevant thereto, pursuant to Clause 8.3 hereof, proceedings are not served within 6 months of the Vendors relative service of the notice in question (unless previously satisfied, settled or withdrawn) the Vendor shall cease to claims be liable therefor. 8.5 The Vendor shall not be liable for breach of Warranty the Warranties for any claim or claims thereunder:- 8.5.1 to the extent that the Purchaser actually recovers any loss or damage suffered by it arising out of such claim under the terms of any insurance policy for the time being in aggregate exceeds (pound)35,000 force less any costs incurred by the Purchaser in making any such recovery; 8.5.2 to the extent that a claim or the event giving rise to the claim would not have arisen but for any act, omission or transaction of the Purchaser's Group otherwise than in the ordinary course of the Business which event the Vendors shall Purchaser's Group knew, or ought reasonably to have known was likely to give rise to such claim; 8.5.3 to the extent that the Purchaser has agreed to be liable for any defective products claim under Clause 10.4 which claim could otherwise have given rise to a claim under the whole amount Warranties. 8.6 The Purchaser shall take such actions as the Vendor may reasonably request to avoid, dispute, resist, appeal, delay, compromise, defend or mitigate any claim which could give rise to a claim under the Warranties or any matter which may give rise to such a claim on the basis that the Purchaser shall be fully indemnified and secured by the Vendor as to all costs and expenses which it may properly incur by reason of such action and provided that the Purchaser may not merely be obliged hereunder to do or to omit to do any act or thing which could reasonably be expected to result in material change to its goodwill, standing or reputation or to its relationship with customers, suppliers, employees or regulatory or taxation authorities. 8.7 Nothing in this Agreement shall in any way restrict or limit the excess over general obligation of the Purchaser to mitigate any loss or damage which it may suffer in consequence of any matter giving rise to a claim against the Vendor under the Warranties. 8.8 The Purchaser has not formulated and is not in the process of formulating any claim under the Warranties. 8.9 Any payment made by the Vendor under the Warranties shall be a reduction to the Consideration. 8.10 No liability (pound)35,000. GENERAL LIMITATIONS ------------------- 12.5 12.5.1 The Vendors whether in contract, tort or otherwise) shall have no liability attach to the Vendor in respect of any claim under the Warranties to the extent that any the claim occurs wholly or partly out of or the following circumstances apply:- 12.5.1.1 where such liability would not have arisen but for some voluntary act or transaction carried out by or on behalf of the Purchaser and/or some voluntary omission of (or on behalf of) the Purchaser after the Effective Date. 12.5.1.2 where any breach of Warranties occurs amount thereof is increased as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively;of:- 12.5.1.3 where any breach of the Warranties is capable of remedy unless the Purchaser shall have first afforded to the Vendors opportunity to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business and the Purchaser shall not be materially prejudiced by allowing the Vendors such opportunity; 12.5.1.4 where any breach of the Warranties occurs as a result of (i) any change in the accounting policies principles or practices of the Business Purchaser's Group introduced or having effect after the date hereof; or (including theii) any increase in the rates of taxation made after the date hereof; or (iii) any change in law or regulation or in its interpretation or administration by the English courts, by the Inland Revenue or by any other fiscal, monetary or regulatory authority in each case having retrospective effect (whether or not having the force of law). 8.11 In the event that the Vendor at any time after the date hereof shall wish to take out insurance against its liability hereunder the Purchaser undertakes to provide such information as the prospective insurer may reasonably require before effecting such insurance. 8.12 The Purchaser hereby confirms that it has no knowledge of any fact which it is actually aware is likely to lead to claims against the Vendor under the Warranties. 8.13 The Purchaser shall endeavour to provide the Vendor with the amount and details of any claim arising out of the Warranties as soon as possible after the Purchaser becomes aware of the matter or circumstances giving rise to such claim and is aware that such matter or circumstances is likely to give rise to a warranty claim. 8.14 Without prejudice to the provisions of sub-clauses 8.1 and 8.2 above the aggregate liability of the Vendor in respect of all breaches of the Intellectual Property Warranties set out at Part B of Schedule 9 hereto shall not exceed US$6,000,000. 8.15 Without prejudice to the provisions of subclauses 8.1, 8.2 and 8.14 the aggregate liability of the Vendor in respect of all breaches of the Warranties in relation to each individual patent owned by the Vendor and assigned to the Purchaser hereunder or pursuant hereto shall not exceed US$1,000,000.

LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------Fraud 12.1 The Notwithstanding any other provision of this agreement, no limitations of any kind whatsoever (including, without prejudice to the generality, the limitations provided in this clause on making claims within particular time periods or limiting claims or aggregates of claims to any particular sums of money) shall apply to any claim under this agreement against the Vendors shall when it can be under no liability proved that such claim is based on any dishonest or fraudulent act or dishonest or fraudulent omission, concealment or misrepresentation of, or by, the Vendors prior to Closing. 12.2 Save in respect of the Warranties unless contained in part A Schedule 12 which shall not be subject to any time limits, the rights of the Purchaser in respect of any breach or non-fulfilment of any of the Warranties (other than the Warranties contained in part E of Schedule 12) shall only be enforceable if notice in writing (giving in so far as may then be practicable the amount and details of the claim) shall be given to the Vendor on or before the expiry of a period of two years from Closing. 12.3 The rights of the Purchaser in respect of any breach or non-fulfilment of any of the Warranties contained in part E of Schedule 12 shall only be enforceable if notice in writing (giving insofar as may then be practicable the amount and details of the claim) shall be given to the Vendors on or before the expiry of a period of seven years from Closing. Basket 12.4 Save in respect of the Warranties contained in part A of Schedule 12 which shall not be subject to any de minimis limits, the Vendors shall have been given written notice by not be liable in respect of any claim under the Purchaser prior Warranties unless and to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of extent that the aggregate amount of such liability. LIMITATION IN AMOUNTS --------------------- 12.2 The aggregate cumulative liability of the Vendors in respect of the Warranties shall not in any event exceed the Consideration (as adjusted). 12.3 The Vendors shall have no liability in respect of any individual claim under the Warranties where that claim is for a sum less than (pound)2,000. 12.4 The Vendors shall not be obliged to make any payment to the Purchaser or BTI by way of damages for breach of the Warranties unless the total amount of the liability of the Vendors relative to all such claims for breach of Warranty in aggregate exceeds (pound)35,000 Pounds)50,000, and in which such event the Vendors shall be liable for the whole amount of such liability and not merely for the excess of such liability over (pound)35,000Pounds)50,000. GENERAL LIMITATIONS -------------------Maximum claims 12.5 12.5.1 The Vendors shall have no liability Save in respect of the Warranties contained in part A of Schedule 12, which shall not be subject to the extent that any of the following circumstances apply:- 12.5.1.1 where such liability would not have arisen but for some voluntary act or transaction carried out by or on behalf of the Purchaser and/or some voluntary omission of (or on behalf of) the Purchaser after the Effective Date. 12.5.1.2 where any breach of Warranties occurs as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively; 12.5.1.3 where any breach of the Warranties is capable of remedy unless the Purchaser shall have first afforded to the Vendors opportunity to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business and cap, the Purchaser shall not be materially prejudiced by allowing entitled to recover from any of the Vendors such opportunity; 12.5.1.4 where under the Warranties any breach sum in excess of the Warranties occurs as a result Consideration passing under this agreement together with the amount of any change interest and costs in the accounting policies or practices respect of the Business (including thesuch recovery.

LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------6.1 The Transferee acknowledges and agrees that: 12.1 The Vendors 6.1.1 the Warranties are the only warranties or other assurances of any kind given by or on behalf of the Transferor or any member of the Transferor's Group and on which the Transferee may rely in entering into this Agreement; 6.1.2 no other statement, promise or forecast made by or on behalf of the Transferor or any member of the Transferor's Group may form the basis of, or be pleaded in connection with, any claim by the Transferee under or in connection with this Agreement; 6.1.3 any claim by the Transferee or any person deriving title from it in connection with the Warranties (a "WARRANTY CLAIM") shall be under no liability in respect subject to the following provisions of this clause; and 6.1.4 at the time of entering into this Agreement it is not aware of any matter or thing which constitutes a breach of any of the Warranties unless the Vendors shall have been given written notice by the Purchaser prior to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of the aggregate amount of such liability. LIMITATION IN AMOUNTS ---------------------Warranties. 12.2 6.2 The maximum aggregate liability of the Vendors Transferor under the Warranties and under Clause 5.2 of the IP Licence and Clause 4.4(c) of the Shared Services Agreement inclusive of all costs and interest, shall in no event exceed US$[***]. 6.3 Subject to Clause 6.4, the Transferee shall not be entitled in any event to damages or other payment in respect of any claim or claims under any of the Warranties shall not in any event exceed the Consideration (as adjusted). 12.3 The Vendors shall have no liability in respect of any individual claim under (or series of related claims with respect to related facts or circumstances) unless and until the aggregate amount of all claims made in respect of the Warranties where that claim is for a sum less than (pound)2,000and under Clause 5.2 of the IP Licence and Clause 4.4(c) of the Shared Services Agreement exceeds US$[***]. [***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12.4 6.4 The Vendors Transferee shall not be obliged entitled to make any payment claim against the Transferor in respect of any breach of the Warranties unless the Transferee has given written notice of its intention to make such a claim on or before [***], such notice to specify all relevant facts relating to the Purchaser Warranty Claim, as soon as reasonably practicable, and in any event within [***] of the Transferee becoming aware of those facts, to the Transferor in the case of any other Warranties, Provided always that the [***] of the [***] in respect of such Warranty Claims shall [***] if proceedings in respect of it have not been commenced within [***] of service of notice of that Warranty Claim. 6.5 The Transferee shall not be entitled to make any Warranty Claim: (a) in respect of anything [***]; (b) if the Warranty Claim would not have arisen [***] a change in [***] made after the date of this Agreement (whether or BTI not the change purports to be effective retrospectively in whole or in part); or (c) to the extent that the Warranty Claim arises as a result only of any change after Completion in the [***] upon which any member of the Transferee's Group [***] its [***]. 6.6 If the Warranty Claim in question arises as a result of or in connection with a liability or alleged liability to a third parry (a "RELEVANT CLAIM") the Transferee shall [***] give written notice of the Relevant Claim and subject to the Transferee being fully indemnified against any reasonable costs, liabilities and expenses thereby incurred: 6.6.1 [***]; 6.6.2 [***]; 6.6.3 [***]; 6.6.4 [***]; 6.6.5 [***]; 6.6.6 [***]: (a) [***]; (b) [***]; Provided always that nothing in this Clause 6.7 shall require the Transferee to take any action which is reasonably likely to have a [***] on the [***] of the Transferee's Group. 6.7 The provisions of this Clause shall have effect notwithstanding any other provisions of this Agreement and shall apply to all or any claims of the Transferee under Clause 5.2 of the IP License and Clause 4.4(c) of the Shared Services Agreement. 6.8 Without prejudice to the Transferee's duty to mitigate any loss in respect of any breach of the Warranties, if in respect of any matter which would otherwise give rise to a breach of the Warranties, the Transferee is entitled to [***] the amount of [***] to which the Transferee is or would have been entitled shall [***] or [***] the Warranty Claim. [***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.9 If the Transferor makes any payment by way of damages for breach of the Warranties unless (the total amount "DAMAGES PAYMENT") and within [***] of the liability making of the Vendors relative relevant payment the Transferee [***] otherwise than from the Transferor which would not have been [***] the circumstance giving rise to claims for breach of the Warranty in aggregate exceeds (pound)35,000 in which event the Vendors shall be liable for the whole amount and not merely the excess over (pound)35,000. GENERAL LIMITATIONS ------------------- 12.5 12.5.1 The Vendors shall have no liability Claim in respect of which the Warranties Damages Payment was made the Transferee shall, once it has [***], [***] to the extent that [***] an amount equal to [***] and the [***], less the [***] and all and any [***]. 6.10 The [***] shall refrain from [***](other than [***]) which it [***] may give rise to a Warranty Claim which would not otherwise arise. 6.11 The [***] of the following circumstances apply:- 12.5.1.1 where such liability would not have arisen but [***] for some voluntary act or transaction carried out by or on behalf of the Purchaser and/or some voluntary omission of (or on behalf of) the Purchaser after the Effective Date. 12.5.1.2 where any breach of Warranties occurs as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively; 12.5.1.3 where any breach of the Warranties is capable of remedy unless the Purchaser shall have first afforded to the Vendors opportunity to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business be [***] and the Purchaser Transferee shall not be materially prejudiced by allowing the Vendors such opportunity; 12.5.1.4 where [***] in any breach of the Warranties occurs as a result of circumstances or at any change in the accounting policies or practices of the Business (including thetime.