VOLUNTARY ACTS. The Sellers shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Sellers’ liability pursuant to such Claim is increased as a result of: [***]
VOLUNTARY ACTS. Both Executive and Employer acknowledge that each has carefully read this Agreement and knowingly and voluntarily agree to execute it.
VOLUNTARY ACTS. The Warrantors shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Warrantors’ liability pursuant to such Claim is increased as a result of:
9.1 any voluntary act, omission, transaction or arrangement of the Buyer or the Company (or its directors, employees or agents in each case other than the Warrantors themselves) on or after Completion except where such act, transaction, omission or arrangement was:
9.1.1 carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement; or
9.1.2 in the ordinary course of business of the Company as carried on at Completion; or
9.2 any voluntary act, omission, transaction or arrangement carried out at the request or with the consent of the Buyer before Completion; or
9.3 any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company introduced or having effect after Completion (other than to the extent necessary to comply with the law or UK GAAP applying and in force on or prior to Completion).
VOLUNTARY ACTS. The Sellers shall not be liable for any Claim (or such liability shall be reduced) if and to the extent that the fact, matter, event or circumstance giving rise to such Claim would not have arisen or occurred but for a voluntary act or omission done, made or carried out by a Group Company on or after Completion which:
VOLUNTARY ACTS. The Owner is entering into this Supplemental Agreement and the other Note Documents to which it is a party freely and voluntarily with the advice of legal counsel of its own choosing, and has freely and voluntarily agreed to the terms, provisions and undertakings set forth in this Supplemental Agreement and such other Note Documents.
VOLUNTARY ACTS. The Sellers shall not be liable in respect of any Relevant Claim to the extent that the matter or circumstance giving rise to such Relevant Claim would not have arisen but for or its value is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Purchaser, or of any Group Company (or their respective directors, employees or agents) on or after Completion except where such act, transaction, omission or arrangement was:
(i) carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement; or
(ii) in the ordinary course of business of any Group Company as carried on at Completion; or
(iii) to comply with any applicable law or regulation in force on or before the date of this Agreement; or
(b) any requirement or obligation contained in this Agreement or any other Transaction Document; or
(c) an act or omission after the date of this Agreement at the written request or with the written consent of the Purchaser; or
(d) a cessation, or any change in the nature or conduct, of any trade carried on by the Group at Completion, being a cessation or change occurring on or after Completion; or
(e) any failure or omission by any Group Company to make any valid claim, election, surrender or disclaimer, to give any valid notice or consent or to do any other thing under the provisions of any enactment or regulation relating to Tax after Completion where the necessity of such making, giving or doing was specified in the Locked Box Accounts or the notes thereto; or
(f) any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company or any Group Company introduced or having effect after Completion (other than to the extent necessary to comply with the law or IFRS applying and in force on or prior to Completion).
VOLUNTARY ACTS. PLAINTIFFS HEREBY ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, THAT THEY HAVE BEEN ADVISED AND ENCOURAGED TO CONSULT WITH AN ATTORNEY OF THEIR CHOOSING, IF DESIRED, HAVE RECEIVED ALL THE ADVICE THEY DEEMS NECESSARY CONCERNING THIS AGREEMENT, AND THAT THEY HAVE CHOSEN TO ENTER INTO THIS AGREEMENT FREELY, KNOWINGLY, AND VOLUNTARILY.
VOLUNTARY ACTS. 9.1 The Sellers shall not be liable in respect of any Claim or Fundamental Claim to the extent that the matter or circumstance giving rise to such Claim or Fundamental Claim arises, occurs or is otherwise attributable to, or the Sellers’ liability pursuant to such Claim or Fundamental Claim is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Buyer, the Company (or their respective directors, employees or agents) on or after Completion
(b) any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company compared to those used prior to Completion other than a change required to correct an accounting policy or practice of the Company prior to Completion which did not comply with the Companies Xxx 0000 or generally accepted accounting principles in force in the United Kingdom at the relevant time prior to Completion.
9.2 The Sellers shall not be liable in respect of any Claim or Fundamental Claim to the extent that the liability pursuant to such Claim or Fundamental Claim comprises penalties, charges or interest arising directly from any default of the Buyer or the Company after Completion.
VOLUNTARY ACTS. The Sellers shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Sellers' liability pursuant to such Claim is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Buyer, the Company or any of the Subsidiaries (or their respective directors, employees or agents) after Completion except where such act, transaction, omission or arrangement was:
(i) carried out or effected pursuant to a legally binding obligation entered into on or before the Completion Date; or
(ii) in the ordinary course of business of the Company or the Subsidiaries as carried on at Completion; or
(b) any voluntary act, omission, transaction or arrangement carried out at the request, or with the written consent of the Buyer before Completion; or
(c) any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company or any of the Subsidiaries (other than a change made in order to comply with UK GAAP). The Sellers shall not be liable in respect of any Claim to the extent that the liability pursuant to such Claim comprises penalties, charges or interest arising directly or indirectly from any act, omission, transaction or arrangement of the Buyer, the Company or any of the Subsidiaries after Completion.
VOLUNTARY ACTS. 7.1 The Sellers shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or to the extent that the Sellers’ liability pursuant to such Claim is increased as a result of:
7.1.1 any voluntary act, omission, transaction or arrangement of the Buyer or the Company on or after Completion except where such act, transaction, omission or arrangement was:
(a) required by law or carried out or effected pursuant to a legally binding obligation entered into on or before the date of this agreement; or
(b) carried out or effected pursuant to an agreement or arrangement to which the Company was party at or before the date of this agreement; or
(c) in the ordinary course of business of the Company as carried on at Completion; and Provided Further That this paragraph 7.1.1 shall not apply if the act, omission, transaction or arrangement which is outside the ordinary course of business of the Company is carried out or effected by the direction or at the request of or with the agreement of any Seller;
7.1.2 any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company (other than a change made in order to comply with law or UK GAAP).
