Matters Arising After the Closing Date. The Seller shall not be liable for a Warranty Claim or Tax Claim in respect of any matter, act, omission or circumstance to the extent that the same would not have occurred but for:
a. the passing of, or any change in, any Applicable Law after the Closing Date; or
b. any voluntary change in any accounting or Tax policy, basis or practice of the Purchaser or any other member of the Purchaser Group introduced or having effect after the Closing Date, except to the extent required by Applicable Law;
c. any voluntary act or omission to act by the Purchaser or any other member of the Purchaser Group after the Closing Date, except to the extent required by Applicable Law.
Matters Arising After the Closing Date. No Seller shall be liable under this Agreement in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravation of a matter or circumstance and any Losses arising therefrom, to the extent that the same would not have occurred but for:
(i) the passing of, or any change in, after Closing, of any Law including any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively) in effect at Closing; or
(ii) any change after Closing of any generally accepted interpretation or application of any Law.
Matters Arising After the Closing Date. The Seller shall not be liable in respect of any Loss if and to the extent the fact, matter or circumstance giving rise to the Loss arises directly from anything done or omitted to be done by a Target or the Purchaser or any of its Affiliates, directors, officers, employees, agents or advisers after the Closing Date, including any change made in the valuation principles, policies or practices in respect of accounting or Tax matters applied by any of them, unless such change was required to comply with applicable Laws.
Matters Arising After the Closing Date. The Vendors shall not be liable in respect of any Direct Claim if and to the extent the fact, matter or circumstance giving rise to the Direct Claim arises (in whole or in part) from anything done or omitted to be done by a Purchased Corporation (except by the Vendors, in their capacity as daily manager of the Purchased Corporations without the consent of the Purchaser) or the Purchaser or any of their respective Affiliates or Representatives after the Closing Date, including (i) any change made in the valuation principles, policies or practices in respect of accounting or Tax matters applied by any of them, (ii) any change to the Tax or corporate structure of the Purchaser's group or (iii) a cessation or any change in the nature or conduct of any trade carried on by any Purchased Corporation as of the Closing Date.
Matters Arising After the Closing Date
