Specific Limitations. The Warrantors are not liable in respect of a Warranty Claim: 4.1 to the extent that the matter giving rise to the Warranty Claim would not have arisen but for: 4.1.1 an action after Completion by, at the request or direction of, or with the consent of, the Investor (or any of its Affiliate) or a director, employee or agent of the Investor (or any of its Affiliate); or 4.1.2 the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a 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; 4.2 to the extent that the matter giving rise to the Warranty Claim arises wholly or partially from an event before or after Completion at the request or direction of, or with the consent of, the Investor; 4.3 to the extent that the matter giving rise to the Warranty Claim was taken into account in computing the amount of an allowance, provision or reserve in the Accounts or was specifically referred to in the Accounts; or 4.4 to the extent that the matter giving rise to the Warranty 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 Accounts.
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Samples: Subscription Agreement (Youdao, Inc.), Subscription Agreement (Youdao, Inc.), Subscription Agreement (Youdao, Inc.)