VOLUNTARY ACTS. 10.1. 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 the Sellers’ liability pursuant to such Claim is increased as a result of: [***]
VOLUNTARY ACTS. 3.1 The Seller 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 Seller’s liability pursuant to such Claim is increased as a result of:
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:
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 Sellers shall not be liable for any claim under the General Warranties (other than the Tax Warranties) arising or increased directly as a result of any voluntary act, transaction or arrangement by the Company (including, but not limited to, a change to accounting bases, policies, practices or methods applied of any member of the Purchaser’s Group after the date of this Agreement,) save to the extent such act was required under contractual commitments incurred prior to Completion or was carried out in the ordinary course of business as carried out at 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. The Sellers shall not be liable in respect of any General Warranty Claim to the extent that the matter or circumstance giving rise to such General Warranty Claim arises or occurs as a result of any change in the accounting bases, policies, practices or methods applied in preparing the Accounts or valuing any assets or liabilities of the Company introduced 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. No indemnification will be available to Buyer in respect of any claim made pursuant to Section 8.1 (Indemnification of Buyer) in relation to Tax matters to the extent such claim would not have arisen but for a voluntary act, transaction, supply or occurrence (“Voluntary Act”) carried out by Buyer, or a Buyer Affiliate, on or after the Closing Date except for these purposes a Voluntary Act shall not include any act, transaction, supply or occurrence which (i) was carried out pursuant to a legally binding obligation entered into by the Acquired Company prior to the Closing Date, (ii) was carried out with the written consent of Seller or (iii) is undertaken solely with respect to a Tax period other than a Pre-Closing Tax Period and does not affect a Pre-Closing Tax Period (e.g., amending a Tax Return for a Pre-Closing Tax Period or making a Tax election retroactive to a Pre-Closing Tax period each would constitute a Voluntary Act whereas taking the same actions with respect to a Tax period other than a Pre-Closing Tax Period would not constitute a Voluntary Act provided that the taking of any such action with respect to a Tax Period other than a Pre-Closing Tax Period would not address prejudicially any Pre-Closing tax positions taken by the Acquired Company.
VOLUNTARY ACTS. 7.1 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 Seller will have no liability in respect of the aggravation of any loss suffered by the Buyer and directly resulting from any voluntary act, omission, transaction or arrangement carried out after Completion by the Buyer or any Group Member.
