Common use of Specific Limitations Clause in Contracts

Specific Limitations. The Sellers are not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply): 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase); 4.2.1 a voluntary act carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 the passing of, or a change in, a law, rule or regulation, the interpretation or application of a law, rule, regulation or administrative practice of a Governmental Entity after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not in force (or in a manner different than) at the date of this Agreement; 4.3 to the extent that a Group Company has obtained a recovery against or from a person other than a Seller’s Group Undertaking in respect of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled); 4.4 with respect to the Sellers’ Warranties, to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts or was specifically referred to in the Accounts or in the notes to the Accounts, in each such case to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim.

Specific Limitations. The Sellers are Purchaser shall not liable be entitled to claim against the Seller for a breach of the Warranties or under any other provision of this Agreement: (a) (save with respect to a claim under clause 6.7) unless the amount (excluding interest and costs) that would be recoverable from the Seller in respect of the claim (or of a Relevant Claim series of connected claims arising from substantially identical circumstances) exceeds USD 150,000 (other than a Tax Claim one hundred and fifty thousand US dollars), but subject always to which the limitations in paragraph 3 of Schedule 9 apply):3(b); 4.1 (b) (save with respect to a claim under clause 6.7) unless the Sellers’ Warrantiesamount (excluding interest and costs) that would be recoverable from the Seller in respect of the claim, when aggregated with the amount (excluding interest and costs) so recoverable in respect of any other claims against the Seller for a breach of the Warranties or under any other provision of this Agreement (and for those purposes ignoring any claims which the Purchaser is not entitled to bring because of paragraph 3(a)) exceeds a threshold of USD 35,700,000 (thirty five million seven hundred thousand US dollars) in which event, the Seller's liability shall not be limited to the excess and the whole amount shall be recoverable; (c) in respect of any matters fairly disclosed in the Disclosure Letter (which for these purposes means in a manner which permits a reasonable assessment of the scope of any matters disclosed) or referred to in this Agreement or of which the Purchaser or any other member of the Purchaser's Group or any of its or their respective employees has actual knowledge at or before Completion; (d) (save with respect to a claim relating to Tax) in respect of any matter or thing after the Execution Date done or omitted to be done at the request of or with the consent of the Purchaser, any other member of the Purchaser's Group or, after Completion, any member of the Astra Tech Group; (e) if and to the extent that that: (i) (save with respect to a claim relating to Tax) the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim claim would not have arisen but forfor any act, omission, transaction or arrangement (or any Loss related thereto was increased by combination of any of the same) after Completion of the Purchaser, any other member of the Purchaser's Group or any member of the Astra Tech Group or their respective directors or employees including any reorganisation or change in ownership of any member of the Purchaser's Group or any member of the Astra Tech Group having effect after Completion, except where any of the above is carried out pursuant to a legally binding commitment entered into before Completion or pursuant to Applicable Law; (ii) (save with respect to a claim relating to Tax) the claim would not have arisen but only for any change in the accounting policy or practice of any member of the Purchaser’s Group or the Astra Tech Group after Completion save to the extent of that such increase)change is introduced to comply with Applicable Law; 4.2.1 (iii) (save with respect to a voluntary act carried out after Completion (other than pursuant claim relating to Tax) the operation claim arises or is increased as a result of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 the passing of, or a any change in, a law, rule in or regulation, any change in the interpretation or application of a lawof, any Applicable Law, rule, regulation or administrative practice of a Governmental Entity any government, government department, local or state agency, authority regulatory or fiscal body after the date Completion Date; (iv) the claim arises or is increased as a result of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case Purchaser not in force (or in a manner different than) at the date of complying with its obligations under this Agreement; 4.3 (v) the subject matter of the claim has been made good or has otherwise been compensated for without cost or expense to the extent that a Group Company has obtained a recovery against or from a person Purchaser, any other than a Sellermember of the Purchaser’s Group Undertaking in respect or any member of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled)Astra Tech Group; 4.4 with respect to (vi) the Sellers’ Warranties, to subject matter of the extent that the matter giving rise to the Relevant Claim was claim has been taken into account in computing the amount of an allowance, accrual, provision or reserve in the Statutory Accounts or was specifically referred to the calculation of the Working Capital Adjustment or the Net Debt Adjustment; or (f) in the Accounts or in the notes to the Accounts, in each such case to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation respect of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claimloss other than a Loss.

Specific Limitations. The Sellers are Seller is not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply):Claim: 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give matter giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased : 4.1.1 a voluntary Event after Completion by (but only to a member of the extent of such increase)Buyer's Group; 4.2.1 a voluntary act carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 4.1.2 the passing of, or a change in, a law, rule or regulation, the interpretation or application of a law, rule, regulation or administrative practice of a Governmental Entity after the date of this Agreement a law, rule, regulation, interpretation of the law or administrative practice of a 41 government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force (or in a manner different than) at the date of this Agreement; 4.1.3 in respect of Relevant Claims arising under the Tax Deed, to the extent the matter giving rise to the Relevant Claim arises in consequence of an Event occurring since the Last Accounting Date in the Company's ordinary course of business; or 4.1.4 to the extent the matter giving rise to the Relevant Claim is a liability for Tax to which the Corporation Tax (Instalment Payments) Regulations 1998 apply which would not have arisen by for the receipt or accrual of income, profits or gains after Completion. 4.2 to the extent that the matter giving rise to the Relevant Claim arises from an Event before or after Completion at the request or direction of, or with the written consent of, a member of the Buyer's Group (which includes the Company only after Completion) or an authorised agent or adviser of a member of the Buyer's Group; 4.3 to the extent that a Group the matter giving rise to the Relevant Claim is an amount for which the Company has obtained a right of recovery against against, or from an indemnity from, a person other than a Seller’s Group Undertaking in respect member of the Loss claimed in the Relevant ClaimSeller's Group, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to and the extent of such recovery (it being understood amount is recovered or received by the Company, provided that the Buyer shall procure that the Company shall use its reasonable endeavours to pursue enforce its rights to recover or receive any such recoveries to which it may be entitled)amounts; 4.4 with respect to the Sellers’ Warranties, to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts or was specifically referred Accounts; or 4.5 to the extent of the amount by which a liability (including a provision against liabilities) included in the Accounts or in the notes to the Accounts, in each such case is overstated; 4.6 to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the Relevant Claim arose solely as a result of: 4.6.1 a claim, election, surrender or disclaimer made, or notice or consent given, after Completion under, or in connection with, a provision of an enactment or regulation relating to Tax by a member of the Buyer's Group; or 4.6.2 the Company's failure or omission to make a claim, election, surrender or disclaimer, or give a notice, or consent or do another thing, under, or in connection with, a provision of an enactment or regulation relating to Tax after Completion, the anticipated making, giving or doing of which was taken into account in computing the provision for Tax in the Accounts; 4.7 to the extent that the matter which gives giving rise to the Relevant Claim; providedClaim is a Tax liability against which a Relief arising on or before Completion (other than an Accounts Relief) is available for set off or would have been available but for the Company's failure after Completion to make an election under section 102 of the Finance Act 1989; 4.8 to the extent that the Company or the Buyer obtainx xxx xxnefit of a Relief (other than an Accounts Relief) in an accounting period ending after the Last Accounting Date for an expenditure, however, thatreserve or provision which was recognised in the Accounts but was not, in determining whether an amount of preparing the Accounts, treated as deductible or allowable for Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior purposes; or 4.9 to the utilisation of any such Relief arising from extent that the matter or any Event giving rise to the matter Relevant Claim is a liability for Tax which gives rise to the Relevant Claimhas been paid or discharged on or before Completion.

Specific Limitations. The Sellers are not liable in respect of a Relevant Claim (other than one made in relation to a Tax Claim to Warranty in which case clause 4 of the limitations in paragraph 3 of Schedule 9 Tax Deed shall apply):: 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give matter giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase);: 4.2.1 a voluntary act 4.1.1 an Event after Completion carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s 's Group Undertaking or an a director, employee or agent of a Buyer’s 's Group Undertaking; or 4.2.2 4.1.2 the passing of, or a change in, a law, rule or rule, regulation, interpretation of the interpretation or application of a law, rule, regulation law or administrative practice of a Governmental Entity government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force (or in a manner different than) at the date of this Agreement; 4.2 to the extent that the matter giving rise to the Relevant Claim arises wholly or partially from an Event before or after Completion at the specific written request or direction of, or with the written consent of a Buyer's Group Undertaking (which for these purposes includes Group Companies only after Completion) or an authorised agent of a Buyer's Group Undertaking; 4.3 to the extent that the matter giving rise to the Relevant Claim is an amount for which a Group Company has obtained a right of recovery against against, or from an indemnity from, a person other than a Seller’s 's Group Undertaking in respect of the Loss claimed in the Relevant ClaimUndertaking, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only otherwise; 4.4 to the extent of an increase in liability of the Sellers as a result of a Buyer's Group Undertaking failing to act in accordance with paragraph 7 of this schedule in <PAGE> 74 connection with the matter giving rise to the Relevant Claim or to the extent that such recovery (it being understood that the Buyer shall use reasonable endeavours liability would have been avoided had such Buyer's Group Undertaking not so failed to pursue any such recoveries to which it may be entitled)act; 4.4 with respect to the Sellers’ Warranties, 4.5 to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts of a Group Company or in the Working Capital Accounts or was specifically referred to in the Accounts of such Group Company or in the Working Capital Accounts or in the notes to the such Accounts or Working Capital Accounts, in each such case ; 4.6 to the extent that of the same was not reversed amount by which a liability (including a provision against liabilities) included in accordance with generally accepted accounting principles; and 4.5 to the extent Tax Accounts of a Buyer’s Group Undertaking Company or the Working Capital Accounts is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claimoverstated.

Specific Limitations. The Sellers are Institutional Seller shall not be liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply):General Warranty Claim: 4.1 with respect to the Sellers’ Warranties, 5.1 to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give matter giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant General Warranty Claim would not have arisen but for, or any Loss related thereto was is increased by as a result of (but and then only to the extent in respect of such increase);increased amounts): 4.2.1 a voluntary act carried out (a) any act, omission or transaction of the Buyer or any member of the Buyer’s Group or any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after Completion done, committed or effected: (other than pursuant to i) outside the operation ordinary course of the business of the Group Companies and/or which the Buyer knew, or ought reasonably to have known, would, or was reasonably likely to, result in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group UndertakingGeneral Warranty Claim; or 4.2.2 (ii) otherwise than pursuant to a legally binding commitment to which the Group is subject on or before Completion; (b) the passing of, or a change in, a law, rule or rule, regulation, interpretation of the interpretation or application of a law, rule, regulation law or administrative practice of a Governmental Entity government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement; or (or c) any change in the accounting reference date of a manner different than) at member of the Buyer’s Group after the date of this Agreement; 4.3 5.2 to the extent that a Group Company has obtained a recovery against or from a person other than a Sellermember of the Buyer’s Group Undertaking fails to act in respect accordance with paragraph 7 of this schedule 4 in connection with the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only matter giving rise to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled)General Warranty Claim; 4.4 with respect to the Sellers’ Warranties, 5.3 to the extent that the matter giving rise to the Relevant General Warranty Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts or the Locked Box Balance Sheet or was specifically referred to in the Accounts or in the notes to the Accounts, in each such case to the extent that the same was not reversed in accordance with generally accepted accounting principlesforegoing; and 4.5 to 5.4 if the extent Tax Buyer was aware on or before the date of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from this Agreement of the fact, matter or any Event giving rise to circumstance forming the matter which gives rise to basis of the Relevant General Warranty Claim; provided. For this purpose, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking the Buyer shall be deemed to be utilised prior to the utilisation have knowledge (without limitation) of any such Relief arising from fact or circumstance disclosed in the Data Room, the Disclosure Letter, the contents of any due diligence report (including, without limitation, any legal review report and any environmental report) prepared by or for the Buyer and this Agreement (including all schedules). 5.5 If, in respect of any matter or any Event giving which would give rise to a General Warranty Claim any member of the Buyer’s Group is entitled whether under a provision of applicable law, insurance policy (including, without limitation, the W&I Policy) or otherwise howsoever (including, without limitation, under the Cobham MAL Limited SPA), then no such matter which gives rise shall be the subject of a claim under the General Warranties unless and until the appropriate member of the Buyer’s Group shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim and any such insurance claim shall then extinguish or reduce by the Relevant Claimamount so recovered any such claims under the General Warranties less all reasonable costs of recovery.

Specific Limitations. The Sellers are 3.1 A Warrantor is not liable in respect of a Relevant Warranty Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply): 4.1 with respect to the Sellers’ Warranties, under this Deed to the extent that the Buyer is awarefact, and has an appreciation, at matter or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give circumstance giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Warranty Claim would not have arisen but for, for or any Loss related thereto was the liability is increased by (but only to the extent of such increase);reason of: 4.2.1 3.1.1 a voluntary act or omission by a Group Company after Completion outside of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) any binding legal commitment entered into by a Buyer’s Group Undertaking or an employee of a Buyer’s Group UndertakingCompany before Completion; or 4.2.2 3.1.2 the passing of, or a change in, a law, rule or regulation, after the interpretation or application date of this Deed a law, rule, regulation regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a Governmental Entity after the date of this Agreement government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force (or in a manner different than) at the date of this Agreement;Deed; or 4.3 to 3.1.3 a breach by the extent that a Group Company has obtained a recovery against Purchaser or from a person any other than a Sellermember of the Purchaser’s Group Undertaking of its obligations under any Transaction Document. 3.2 A Warrantor is not liable in respect of the Loss claimed in the Relevant Claim, whether a Warranty Claim under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled); 4.4 with respect to the Sellers’ Warranties, this Deed to the extent that the fact, matter or circumstance giving rise to the Relevant Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 was specifically taken into account in computing the amount of an allowance, accrual, provision or reserve taken into account in the Accounts Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or was specifically referred to discharged on or before the Locked Box Date; (b) arises as a result of the exercise of the Options and has been withheld from the Consideration as the Option Withholding Amount; or (c) arises after the Locked Box Date and before Completion in the Accounts ordinary course of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that was taken into account in the notes to Locked Box Accounts) is available for set-off (and for the Accounts, purposes of this paragraph: (a) any Relief arising in each such case to the extent that the same was not reversed in accordance with generally accepted respect of an accounting principlesperiod falling partly before and partly after Completion shall be apportioned on a time basis; and 4.5 (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent Tax of a Buyerpossible the Warrantor’s Group Undertaking liability under this Deed); or 3.2.6 is actually reduced Leakage or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant ClaimPermitted Leakage.

Specific Limitations. 4.1 The Sellers are Seller is not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply):Claim: 4.1 with respect to the Sellers’ Warranties, 4.1.1 to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give matter giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by : (but only to the extent of such increase); 4.2.1 a voluntary act carried out a) an Event after Completion (other than pursuant to the operation in respect of the business of the Group Project Companies in the usual course) by or involving a Buyer’s Group Undertaking or an a director, employee or agent of a Buyer’s Group Undertaking, otherwise than: (i) pursuant to and in accordance with a legally binding obligation of any Project Company which was in force on or before the Completion Date; or 4.2.2 (ii) in the Ordinary Course of Business; (b) the passing of, or a change in, a law, rule or regulation, the interpretation or application of a lawApplicable Law, rule, regulation regulation, interpretation of Applicable Law or administrative practice of a Governmental Entity government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually in force (or in a manner different than) at the date of this AgreementExecution Date; 4.3 to the extent that a Group Company has obtained a recovery against or from a person other than a Seller’s Group Undertaking in respect of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled); 4.4 with respect to the Sellers’ Warranties, 4.1.2 to the extent that the matter giving rise to the Relevant Claim arises wholly or partially from an Event before or after the date of this Agreement at the request or with the consent of the Buyer; 4.1.3 to the extent that the matter giving rise to the Claim is an amount for which a Project Company has a right of recovery against, or an indemnity from, a person other than a Seller’s Group Undertaking, whether under a provision of the Applicable Law, insurance policy or otherwise howsoever or would have had that right but for a change in law or the terms of its insurance after Completion; 4.1.4 the matter giving rise to and/or the amount of such Claim has already been taken into account in any of the other provisions of or amounts payable under any of the Transaction Documents; 4.1.5 if a Buyer’s Group Undertaking fails to act in accordance with paragraph ‎7 of this Schedule ‎8.3 in connection with the matter giving rise to the Claim unless and to the extent that in the absence of the failure the Buyer would still have had a Claim; 4.1.6 the Claim is for Tax which arises in respect of the Ordinary Course of Business of any Project Company after the Completion Date; 4.1.7 the matter giving rise to the Claim would not have arisen but for a claim, election, surrender or disclaimer made, or notice or consent given, or another thing done, after Completion (other than one the making, giving or doing of which was taken into account in computing a provision for Tax in the Accounts) under, or in connection with, a provision of an enactment or regulation relating to Tax by a Buyer’s Group Undertaking; 4.1.8 the Claim would not have arisen but for a change after Completion in the accounting bases, methods or policies of a Project Company (including any change of the date to which a Project Company makes up its accounts), a change in manner by which any Project Company values its assets, unless such change will have been needed to comply with the provisions of Applicable Law; 4.1.9 the Claim is for Tax which would not have arisen or would have been reduced or eliminated but for a failure on the part of any Project Company to make any claim, election, surrender or disclaimer or give any notice or consent or do anything after Completion the making, giving or doing of which was taken into account or provided for in the Accounts; 4.1.10 the matter giving rise to the Claim is for Tax against which a Relief arising on or before Completion is available for set-off; and 4.1.11 to the extent that the matter giving rise to the Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts or was specifically referred to in the Accounts or in the notes to the Accounts, in each such case (and only to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced such allowance, provision or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claimreserve).

Specific Limitations. The Sellers are RBS is not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply):Claim: 4.1 with respect to the Sellers’ Warranties, to the extent that the Relevant Claim arises from or the liability thereunder occurs or is increased directly or indirectly as a result of: 4.1.1 an Event after Completion (including, for the avoidance of doubt, any restructuring, reorganisation or Tax planning unless any of these shall be pursuant to an agreement in writing between the Buyer and RBS) by or involving a Buyer's Group Undertaking or a director, employee or agent of a Buyer's Group Undertaking other than if the Event: (a) is aware, and has an appreciation, required by applicable law in force as at or prior to the date of this Agreement, ; (b) is pursuant to a legally binding commitment that a Group Company incurred on or before Completion or that the Buyer incurred under this Agreement; or (c) arises in the ordinary course of facts and circumstances the Group Company's business unless the Buyer or relevant Buyer's Group Undertaking was aware or ought (having taken all reasonable legal and/or tax advice) reasonably to have been aware that might serve as the basis of or such Event could give rise to a liability to Tax; 4.1.2 any Event after Completion on the Relevant Claim (it being understood, however, that part of the Buyer does or a Buyer's Group Undertaking which impacts the basis on which capital allowances under Part 9 TCA 1997 may be claimed in Ireland by RBS Aerospace Limited, whether or not need in accordance with an agreement with the Irish Revenue Commissioners, and including an adjustment to be aware that such facts and circumstances constitute a breach current market value basis for these purposes other than if the Event satisfies any of a Sellers’ Warranty)the conditions in ‎(a) to ‎(c) in paragraph ‎4.1.1 of this ‎Schedule 5; 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase); 4.2.1 a voluntary act carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 4.1.3 the passing of, or a change in, a law, rule or rule, regulation, interpretation of the interpretation or application of a law, rule, regulation law or administrative practice of a Governmental Entity government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement; or 4.1.4 a change in any accounting policy or practice of any Group Company (or including a change in the accounting reference date) after Completion other than a manner different than) change which is necessary in order to comply with the law applicable to any Group Company as at the date of this Agreement; 4.2 (save to the extent that it is *** in accordance with clause ‎4.10) to the extent that the matter giving rise to the Relevant Claim arises wholly or partially from an Event before or after Completion at the written request of, or with the written consent by or on behalf of, a Buyer's Group Undertaking (which for these purposes includes a Group Company only after Completion); 4.3 to the extent that the matter giving rise to the Relevant Claim is an amount for which a Group Company has obtained a recovery against actually recovers, or from receives indemnity from, a person other than a Seller’s RBS Group Undertaking in respect of the Loss claimed in the Relevant ClaimUndertaking, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only howsoever (or would have recovered or received had the relevant Group Company made commercially reasonable efforts to obtain such recovery or indemnity); *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. 4.4 if a Buyer's Group Undertaking fails to act in accordance with the provisions of this ‎Schedule 5 or ‎Schedule 6 in connection with the matter giving rise to the Relevant Claim unless and to the extent that in the absence of such recovery (it being understood that the failure the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled)would still have had Losses under the Relevant Claim; 4.4 with 4.5 (other than in respect to the Sellers’ Warranties, of a Tax Warranty Claim) to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve or other amount on the face of the Completion Statement, or specifically noted in the Accounts or the Completion Statement or was specifically referred to in the Accounts or in the notes to the AccountsCompletion Statement (or, in each such case to case, the extent that the same was not reversed notes thereto) or in accordance with generally accepted accounting principles; andprinciples has not been so taken account of or referred to; 4.5 4.6 (other than in respect of a Tax Warranty Claim) to the extent Tax of the amount by which a Buyer’s Group Undertaking liability (including a provision against liabilities) included in the Completion Statement is actually reduced or eliminated by a Relief arising from overstated; 4.7 to the extent that the matter or any Event giving rise to the Relevant Claim is a Tax liability of a Group Company arising because a Group Company's assets are more than, or its liabilities are less than, were taken into account in computing the provision for Tax in the Completion Statement; 4.8 to the extent that the matter giving rise to the Relevant Claim is a Tax liability which gives would not have arisen but for: 4.8.1 a claim, election, surrender or disclaimer made, or notice or consent given, or another thing done, after Completion (other than one the making, giving or doing of which was taken into account in computing a provision for Tax in the Accounts or the Completion Statement under, or in connection with, a provision of an enactment or regulation relating to Tax by a Buyer's Group Undertaking or one the making, giving or doing of which is required by applicable law in force as at the date of this Agreement or pursuant to a legally binding commitment that a Group Company incurred on or before Completion or that the Buyer incurred under this Agreement); or 4.8.2 a Group Company's failure or omission to make a claim, election, surrender or disclaimer, or give a notice, or consent or do another thing, under, or in connection with, a provision of an enactment or regulation relating to Tax after Completion, the anticipated making, giving or doing of which was taken into account in computing the provision for Tax in the Accounts or the Completion Statement and notified to the Buyer at least 5 Business Days before expiry of any time limit that is applicable thereto, except, in each case, where the relevant act or omission results from RBS's conduct of the Group Companies' tax affairs for the Relevant Accounting Period under ‎Schedule 6; 4.9 to the extent that the matter giving rise to the Relevant Claim is a Tax liability which would have been set off by a Relief (other than a Buyer Relief) made available to a Group Company for no consideration but for a Group Company's failure after Completion to make any claims and to take any action required of it by the Seller in accordance with ‎Schedule 6; 4.10 to the extent that the matter giving rise to the Relevant Claim is a Tax liability against which a Relief other than a Buyer Relief is available for set off where such Relief is available without payment to any RBS Group Undertaking; 4.11 to the extent that the matter giving rise to the Relevant Claim is a fine, penalty or interest which would not have arisen but for the unreasonable delay or default of the Buyer or a Group Company after Completion; 4.12 to the extent that the matter giving rise to the Relevant Claim is a liability which has been paid or discharged on or before Completion; 4.13 (save where the stamp duty or related interest or penalty is a compulsory tax under the relevant law and is thus a legal liability of the relevant Group Company) to the extent that the matter giving rise to the Relevant Claim is stamp duty or any interest or penalty relating thereto paid or payable by a Group Company in respect of an instrument executed before Completion unless it is necessary for the Group Company to pay the stamp duty, interest or penalty in order to effect registration in respect of the holding of an asset, to demonstrate title to an asset in connection with the disposal of that asset or to produce the relevant instrument as evidence in civil proceedings or in a hearing before an arbitrator or referee; 4.14 (other than in respect of a Tax Warranty Claim) if the Buyer was aware at the date of this Agreement of a fact, matter or circumstance resulting or which might reasonably be expected to result in a breach of Warranty, but only to the extent the Losses arising from or in connection with such breach arise from or in connection with such known fact, matter or circumstance; 4.15 subject always to paragraph ‎9 and ‎10 below, where RBS has made or is liable to make a payment to the Buyer in relation to any Relevant Claim and the Buyer or any Buyer's Group Undertaking is entitled to recover (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates the Buyer or any Buyer's Group Undertaking (in whole or in part) in respect of the liability or loss which is subject to a Relevant Claim, the Buyer or relevant Buyer's Group Undertaking shall: 4.15.1 promptly notify RBS of the fact and provide such information as RBS may reasonably require; 4.15.2 take all such commercially reasonable steps or proceedings as RBS may require to enforce such right prior to taking action against RBS (other than to notify RBS of the potential Relevant Claim or commence proceedings within the period set forth in paragraph ‎3 above); and 4.15.3 in the event that the Buyer or a Buyer's Group Undertaking recovers from any such third party sums which are referable to the relevant matter giving rise to the Relevant Claim; provided, however, that, apply such amount (net of Taxation and any reasonable costs of recovery) in determining whether an reducing or extinguishing pro tanto the amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking shall be deemed to be utilised prior to the utilisation of any such Relief arising from Relevant Claim and (other than in respect of a Tax Warranty Claim) shall rebate the matter or any Event giving rise net amount to the matter which gives rise to the Relevant ClaimRBS accordingly.

Specific Limitations. 3.1 The Sellers are not liable Seller shall have no liability in respect of a Relevant Claim of: (other than a Tax Claim to which a) circumstances fairly disclosed in this agreement or the limitations in paragraph 3 of Schedule 9 apply): 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase); 4.2.1 a voluntary act carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 the passing of, or a change in, a law, rule or regulation, the interpretation or application of a law, rule, regulation or administrative practice of a Governmental Entity after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not in force (or in a manner different than) at the date of this Agreement; 4.3 to the extent that a Group Company has obtained a recovery against or from a person other than a Seller’s Group Undertaking in respect of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery Disclosure Letter (it being understood that the Buyer shall use reasonable endeavours only be deemed to pursue any such recoveries to which it may be entitledhave knowledge of information disclosed in this agreement or in the Disclosure Letter);; and 4.4 with (b) anything arising from the implementation of this agreement. 3.2 The Seller shall have no liability in respect to the Sellers’ Warranties, of a Claim to the extent that it occurs or is increased solely as a result of: (a) any increase in rates of Tax occurring after the matter date of this agreement or any legislation or law not in force at the date of this agreement including, without limitation, any legislation taking effect retrospectively or a change in interpretation of law or any change in the published practice of or withdrawal of any published extra-statutory concession by a Taxation Authority after the date of this agreement; (b) a change after the Accounts Date: (i) in generally accepted accounting practices (other than a restatement of the Company’s historic accounts to make them compliant with Generally Accepted Accounting Principles if they were not compliant prior to Completion; or (ii) the accounting reference date of the Company; or (c) (with regard to an increase only) a breach of this agreement or the Tax Deeds by a member of the Buyer’s Group. 3.3 The Seller shall have no liability in respect of a Claim to the extent that: (a) the loss or damage giving rise to the Relevant Claim was taken into account in computing is recovered by the amount of an allowance, accrual, provision or reserve in the Accounts or was specifically referred to in the Accounts or in the notes to the Accounts, in each such case to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced under any policy of insurance; (b) a member of the Buyer’s Group has recovered the loss or eliminated by a Relief arising from the matter or any Event damage giving rise to the matter Claim from some other person; (c) the circumstances to which gives rise the Claim relates have been expressly reserved for or noted in, the Accounts; (d) the breach in respect of which the Claim is made is remediable by the Seller (unless the Seller is given written notice by the Buyer of the circumstances to which the Relevant ClaimClaim relates as soon as reasonably practicable and it is not remedied within 30 days of the date on which the notice is received); (e) the quantum of such Claim has been included in the Adjustments or Agreed Errors under clauses 6.4, 6.5, 6.6 and 6.7; provided, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyerand (f) the Buyer has recovered from the Seller’s Group Undertaking shall be deemed pursuant to be utilised prior to a specific indemnity contained in this agreement including, for the utilisation avoidance of any such Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claimdoubt, clauses 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12.

Specific Limitations. The Sellers are Seller is not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply):Claim: 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give matter giving rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase);: 4.2.1 4.1.1 a voluntary act carried out Event after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by or involving a Buyer’s 's Group Undertaking or an a director, employee or agent of a Buyer’s 's Group UndertakingUndertaking where the Buyer was aware or, having conducted the appropriate legal and tax analysis in good faith, ought reasonably to have been aware, that such Event would give rise to the Loss in question, other than any Event carried out or effected: (a) under a legally binding commitment entered into on or before Completion; (b) in order to comply with any law or in order to comply with generally accepted accounting principles; (c) at the written request of or with the written consent of the Seller; (d) in the ordinary course of management of the Tax affairs of the relevant Group Company; (e) the presentation for stamping of any instrument which was entered into before Completion; or 4.2.2 (f) in accordance with the terms of this Agreement; or 4.1.2 the passing of, or a change in, a law, rule or rule, regulation, the interpretation or application of a law, rule, regulation or administrative published practice of a Governmental Entity Authority after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force (or in a manner different than) at the date of this Agreement; 4.3 to the extent that a Group Company has obtained a recovery against or from a person other than a Seller’s Group Undertaking in respect of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled); 4.4 with respect to the Sellers’ Warranties, 4.2 to the extent that the matter giving rise to the Relevant Claim arises wholly or partially from an Event before Completion at the written request or direction of, or with the acquiescence or consent of, a Buyer's Group Undertaking (which for these purposes includes a Group Company only after Completion) or an authorised agent or adviser of a Buyer's Group Undertaking otherwise than in the ordinary course of business of a Group Company and which such Buyer's Group Undertaking or a director, employee or agent of a Buyer's Group Undertaking knew, or, having conducted the appropriate US 171550818 legal and tax analysis in good faith, ought reasonably to have known, was reasonably likely to give rise to a Claim; 4.3 to the extent that the matter giving rise to the Claim is an amount for which a Group Company has a right of recovery against, or an indemnity from, a person other than a Seller’s Group Undertaking, whether under a provision of Applicable Law, insurance policy or otherwise howsoever or would have had that right or indemnity but for a change in law or the terms of its insurance after Completion; 4.4 if a Buyer's Group Undertaking fails to act in accordance with paragraph 8 of this Schedule 9 in connection with the matter giving rise to the Claim; 4.5 to the extent any specific reserve has been made in the Completion Accounts in relation to the matter giving rise to the Claim; 4.6 to the extent that the matter giving rise to the Claim would not have arisen but for: 4.6.1 a claim, election, surrender or disclaimer made, or notice or consent given, or another thing done, after Completion (other than one the making, giving or doing of which was taken into account in computing a provision for Tax in the Audited Accounts or the Management Accounts) under, or in connection with, a provision of an enactment or regulation relating to Tax by a Buyer's Group Undertaking; 4.6.2 a Group Company's failure or omission to make a claim, election, surrender or disclaimer, or give a notice or consent or do another thing, under, or in connection with, a provision of an enactment or regulation relating to Tax after Completion which: (a) the Group Company could legally and validly make or do; (b) which the Buyer was made aware of in writing; and (c) the anticipated making, giving or doing of was taken into account in computing the amount of an allowance, accrual, provision or reserve for Tax in the Accounts or was specifically referred to in the Accounts or in the notes to the Completion Accounts, in each such case all cases otherwise than at the written request of the Seller or to comply with Applicable Law; 4.7 to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the Claim is a liability for Tax which has been paid or discharged on or before Completion and such payment or discharge has been reflected in the Completion Accounts; and/or 4.8 Excluding a Claim with respect to a Tax Indemnity, if the Buyer was aware of such fact, matter which gives rise or circumstance, and such fact, matter or circumstance could reasonably be considered to entitle the Relevant Buyer at the date of this Agreement or at Completion to make a Claim; provided. For this purpose, however, that, in determining whether an amount of Tax is actually reduced or eliminated, any Reliefs otherwise available to such Buyer’s Group Undertaking the Buyer shall be deemed to be utilised prior to have knowledge (without limitation) of: (a) those facts, matters and circumstances which are specified in this Agreement, the utilisation contents of any such Relief arising from legal review report (in draft or final form) prepared by or for the matter or Buyer, and the matters Disclosed in any Event giving rise to Disclosed Information; and (b) all matters which would be revealed by making the matter which gives rise to Searches in respect of each Group Company incorporated in the Relevant Claimjurisdiction of the relevant Search.