Common use of No Indemnifiable Claims Resulting From Governmental Authority Action Clause in Contracts

No Indemnifiable Claims Resulting From Governmental Authority Action. Neither Buyer nor any of its Affiliates shall have any indemnifiable or otherwise compensable claim that any of Seller's representations or warranties in this Agreement are inaccurate, or that any covenant has been breached, if such claim is predicated on any action by a Governmental Authority (other than a tax authority) undertaken after Closing or any action a Governmental Authority (other than a tax authority) requires Buyer to undertake after Closing; provided, however, that such limitation shall not apply to the extent such action by a Governmental Authority (other than a tax authority) arises directly out of any (a) willful misconduct by Seller as judicially determined by a final order of a court or Governmental Authority of competent jurisdiction; or (ii) conduct by Seller that was not reasonably prudent based on then-prevailing circumstances and, provided further that Seller's reliance on a reasonable interpretation of existing Law or practice shall be deemed reasonably prudent.

No Indemnifiable Claims Resulting From Governmental Authority Action. Neither Buyer nor any of its Affiliates shall have any indemnifiable or otherwise compensable claim that any of Seller's Sellers' representations or warranties in this Agreement are inaccurate, or that any covenant has been breached, if such claim is predicated on any action by a Governmental Authority (other than a tax authority) undertaken after Closing or any action a Governmental Authority (other than a tax authority) requires Buyer to undertake after Closing; provided, however, that such limitation shall not apply to the extent such action by a Governmental Authority (other than a tax authority) arises directly out of any (a) willful misconduct by Seller Sellers as judicially determined by a final order of a court or Governmental Authority of competent jurisdiction; or (ii) conduct by Seller Sellers that was not reasonably prudent based on then-prevailing circumstances and, provided further that Seller's Sellers' reliance on a reasonable interpretation of existing Law or practice shall be deemed reasonably prudent.