LIMITS ON CLAUSE Clause Samples

LIMITS ON CLAUSE. 2 The covenant given in clause 2 (Covenant) shall not cover any Tax Liability of any Group Company:- (i) to the extent that provision or reserve in respect of that Tax Liability was made in the Accounts; or (ii) to the extent that that Tax Liability (not being such a liability, inability or charge as is mentioned in clause 2(i) to clause 2(iv) nor a Tax Liability resulting from a Transfer Pricing Adjustment) would not have arisen but for an Event occurring in the ordinary course of business of the relevant Group Company in the period between the Accounts Date and Completion; or (iii) to the extent that that Tax Liability arises or is increased as a result only of any increase in rates of Tax or any change in law or practice or any withdrawal of any extra-statutory concession by a Tax Authority or any change in accountancy practice or principles generally accepted in the relevant jurisdiction, being an increase, withdrawal or change made, in any such case, after Completion with retrospective effect; or (iv) to the extent that that Tax Liability would not have arisen but for a voluntary transaction, action or omission carried out or effected by a Group Company at any time after Completion, other than any such transaction, action or omission:- (a) carried out or effected under a legally binding commitment created on or before Completion; or (b) carried out or effected in the ordinary course of the trade carried on by the relevant Group Company as at Completion; or (c) involving the proper disclosure to a Tax Authority of any matter which the Purchaser reasonably considers to be relevant to the calculation of a liability to Tax; or (v) to the extent that that Tax Liability would not have arisen or would have been reduced but for a failure or omission on the part of the Purchaser and/or a Group Company after Completion to make any election or claim any Relief, the making or claiming of which was taken into account in computing the provision or reserve for Tax in the Accounts; or (vi) to the extent that that Tax Liability arises by reason of a voluntary disclaimer by a Group Company after Completion of the whole or part of any allowance (not being a Purchaser's Tax Relief) to which it is entitled under Part II of the Capital Allowances Act 1990 or by reason of the revocation by a Group Company after Completion of any claim for Relief (not being a Purchaser's Tax Relief) made (whether provisionally or otherwise) by it prior to Completion; or (vii) to the extent t...