Common use of Matters Arising Subsequent to this Agreement Clause in Contracts

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.