Matters Arising Subsequent to this Agreement. The Seller shall not be liable under this Agreement in respect of any matter to the extent that the same would not have occurred but for:
Matters Arising Subsequent to this Agreement. The Seller shall not be liable for any Claim if and to the extent that the Claim has arisen as a result of:
Matters Arising Subsequent to this Agreement. Subject to Clause 8.1.2, no Seller shall be liable under this Agreement or any Local Transfer Document in either case in respect of any claim for breach of any Seller’s Warranty in respect of any matter, act, omission or circumstance (or any combination thereof), to the extent that the same would not have occurred but for:
10.8.1 Agreed matters any matter or thing done or omitted to be done by such Seller or any member of such Seller’s Group before Closing pursuant to and in compliance with this Agreement or any Local Transfer Document or otherwise at the request in writing of the Purchaser; or
10.8.2 Changes in legislation the passing of, or any change in, after the Closing Date, any Applicable Law or administrative practice of any government, governmental department, agency or regulatory body having the force of the law including (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not in force at the Closing Date.
Matters Arising Subsequent to this Agreement. No Seller shall have any liability in respect of any Claim 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 such Claim is attributable to, or arises as a result of, or is increased by:
10.1.1 any voluntary act, omission or transaction carried out by or at the request of or with the consent of the Buyers or the Company or any of their respective directors, employees, agents or advisors or any of their successors in title or assigns on or after Completion except if such action is taken in order to comply with the law or a contractual obligation of the Company in existence at the date hereof;
10.1.2 anything expressly provided to be done or omitted to be done pursuant to this Agreement or any document referred to herein; or
10.1.3 any change in Applicable Law after the date of this Agreement including, for the avoidance of doubt, in Environmental Law, (or any change in the interpretation of Applicable Law) or in administrative practice of any Governmental Entity (including, without limitation, of Tax Authority) provided that between the date hereof and Completion where the Sellers respectively the Company have employed reasonable commercial efforts to comply with the change; or
10.1.4 any change after Completion in the Tax or accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets of the Company from those used in preparing the Accounts (unless such change is a result of such prior bases, policies, practices or methods being noncompliant with Applicable Law prior to the Accounts Date), or any increase in the rates of Tax or any imposition of Tax not in effect at the date of this Agreement or any withdrawal after the date of this Agreement of any practice or extra-statutory concession previously published by a Tax Authority (whether or not purporting to be retrospective in whole or in part); or
10.1.5 the failure or omission by the Company or the Buyers to make any claim, election, surrender or disclaimer or give any notice or consent or do any other thing under the provisions of any enactment or regulation relating to Tax after Completion, the making, giving or doing of which was taken into account in computing the provision or reserve for Tax in the Accounts; or
10.1.6 the winding-up of the Company or any winding-up or cessation after Completion of any trade or busines...
Matters Arising Subsequent to this Agreement. The Seller shall not be liable for any Claim if and to the extent that the relevant Claim has arisen as a result of:
10.8.1 Agreed matters
10.8.2 Acts of the Purchaser
10.8.3 Changes in legislation, regulation or practice
(i) the passing of, or any change in, after the date of this Agreement, any law, rule or regulation of any government, governmental department, agency or regulatory body including (without prejudice to the generality of the foregoing) 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 the date of this Agreement;
(ii) any change after the date of this Agreement of any generally accepted interpretation or application of any legislation; or
(iii) any change after the date of this Agreement of any generally accepted accounting principles, procedure or practice.
Matters Arising Subsequent to this Agreement. The Seller shall have no obligation to indemnify the Purchaser in respect of any Losses to the extent that the same would not have occurred but for:
12.9.1 any action taken by the Seller (or any of its Affiliates) after the date of this Agreement, pursuant to this Agreement or otherwise at the written request or with the written approval of the Purchaser;
12.9.2 any change made after the Closing Date to the Target Company’s valuation rules or policies or practices in respect of accounting, Tax matters;
12.9.3 any other action of the Target Company or the Purchaser (or any of its Affiliates), after the Closing Date, taken or omitted otherwise than within the scope of the Target Company’s ordinary course of business and in the knowledge that such action would give rise to a Loss; or
12.9.4 the passing of, or any change in, any law, regulation or standards (including any increase in any Tax rates) after the Closing Date.
Matters Arising Subsequent to this Agreement. The Seller shall not be liable in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravation of a matter or circumstance, to the extent that the same would not have occurred but for:
12.5.1 any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser;
12.5.2 any act, omission or transaction of the Purchaser or any other member of the Purchaser’s Group, or their respective directors, officers, employees or agents or successors in title, after the Closing;
12.5.3 the passing of, or any change in, after the date of this Agreement, any law or administrative practice of any Governmental Authority, 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 the date of this Agreement;
12.5.4 any change after the date of this Agreement of any generally accepted interpretation or application of any law; or
12.5.5 any change in accounting or Taxation policy, bases or practice of the Purchaser or any other member of the Purchaser’s Group introduced or having effect after the Closing Date.
Matters Arising Subsequent to this Agreement. No party shall be liable for any Warranty Claim (other than a Tax Warranty Claim) if and to the extent that such Warranty Claim has arisen or is increased as a result of:
(i) any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request in writing or with the approval in writing of the other parties (as applicable);
(ii) any act, omission or transaction of any Mergeco Group Company or its directors, officers, employees or agents, after Closing, provided that this shall not apply if such act, omission or transaction was done, committed or effected in order to comply with applicable law;
(iii) the passing of, or any change in, after the date of this Agreement of any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body; or
(iv) any change after the date of this Agreement of any generally accepted interpretation or application of any legislation, or accounting principles, procedure or practice.
Matters Arising Subsequent to this Agreement. Subject to Clause 8.1.2, the Seller shall not be liable under this Agreement or any Local Transfer Document in either case in respect of any claim for breach of any Seller’s Warranty in respect of any matter, act, omission or circumstance (or any combination thereof), to the extent that the same would not have occurred but for:
Matters Arising Subsequent to this Agreement. 10.1 Neither the Warrantors, with respect to a Claim, nor the Indirect Interest Holders, with respect to an Indirect Interest Holder Claim, shall be liable for a Claim 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:
(a) any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement (including the Pre-Completion Restructuring or anything undertaken pursuant to Clause 5.9 or paragraph 1.1(g) or (h) of Schedule 3 (Interim Period Obligations)) or otherwise at the request in writing or with the approval in writing of the Purchaser;
(b) any knowing act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the Group Companies, or their respective directors, officers, employees or agents or successors in title after Completion;
(c) any change after Completion of any generally accepted interpretation or application of any legislation or regulation; and
(d) the passing of, or any change in, after Completion any Law, 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 the date of Completion.
