VOLUNTARY ACTS/FUTURE CHANGES. The Seller will not be liable in respect of any Claim (other than a Tax Claim, to which the provisions of Schedule 8 will instead apply) if and to the extent that the Claim would not have arisen but for, or is increased or not reduced as a result of:
(a) the completion of the sale of any Participating Interest required upon receipt of a Pre-emption Acceptance Notice;
(b) any act or omission by the Seller or any Seller’s Affiliate or any Group Company as a consequence of the execution and / or performance of any Transaction Document, and / or the Moranbah North SAPA;
(c) any act or omission of the Seller, any Seller’s Affiliate or any Group Company before Completion taken at the written request of or with the Buyer’s written consent;
(d) any failure by the Buyer to act in accordance with paragraph 14 of this Schedule in connection with the matter giving rise to such Claim;
(e) any act or omission of any Buyer Group member, or any of their directors, officers, employees, agents or consultants after Completion which is outside its ordinary course of business as conducted at Completion and is not carried out pursuant to a legally binding obligation entered into on or before Completion or pursuant to any obligation imposed by Law, but in each case only in circumstances where:
(i) the relevant person knew that the relevant Claim would arise or was reasonably likely to arise because of the voluntary act and that an alternative course of action was available at no additional cost to the relevant Buyer Group member; and
(ii) the act or omission was not carried out in the ordinary course of business of the relevant Buyer Group member or pursuant to a legally binding commitment of any Buyer Group member created on or before Completion, in complying with any law or applicable regulation or at the written request of any Tax Authority or at the Seller’s or Seller’s Affiliate’s written request or with the written consent of the Seller or Seller’s Affiliate;
(f) any winding-up or cessation of, or any change in, the nature or conduct of any business carried on by a Buyer Group member after Completion;
(g) any reorganisation or change in ownership of any Group Company or any Participating Interest after Completion, other than to the extent that the Buyer has entered into an agreement to dispose of the Dawson Participating Interest, the Dawson South Participating Interest, the Dawson South Exploration Participating Interest and the Theodore South Participating Interest (or c...
VOLUNTARY ACTS/FUTURE CHANGES. 12.1 The Vendors shall not be liable in respect of any Claim to the extent the Claim arises, or is increased (only with respect to such increased portion) as a result of:
(a) any alteration to or enactment (other than a re-enactment) of any statute, statutory instrument or other legislative act which was announced or enacted after the date of this Agreement (whether relating to Taxation, rates of Taxation or otherwise);
(b) the withdrawal or amendment of or change to any practice, concession or written agreement or administrative arrangements with any Group Company previously made by any Taxation Authority in force at the date of this Agreement;
(c) an Event before or after Completion at the written request or direction of, or with the written consent of, a Purchaser’s Group Undertaking (which for these purposes includes a Group Company only after Completion) or an authorised agent or adviser of a Purchaser’s Group Undertaking;
(d) 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 Purchaser’s Group Undertaking;
(e) 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
(f) any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of any Group Company from those used in the preparation of the Accounts.
VOLUNTARY ACTS/FUTURE CHANGES. No Seller shall be liable in respect of any Business Warranty Claim if and to the extent that the Business Warranty Claim would not have arisen but for, or is increased as a result of:
(a) any act or omission of the Seller or an Affiliate of the Seller or any Group Company prior to Completion taken at the written request of or with the prior written consent of the other Seller;
(b) any alteration to or enactment (other than a re-enactment) of any statute, statutory instrument or other legislative act or other change of Law (including any decision of any court or tribunal) or any practice of any Authority (including the withdrawal of any extra-statutory concession of a Tax Authority) which is enacted after the date of this Agreement (whether relating to Taxation, rates of Taxation or otherwise);
(c) any change in the accounting reference date or the length of any accounting period of any member of the Buyer Group or any member of the Ardutch Group (in respect of a liability of Whirlpool) or the Whirlpool Group (in respect of any liability of Ardutch) made on or after Completion; or
(d) any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of any Group Company from those used in the preparation of the Accounts, and in the case of Whirlpool only:
(i) any act or omission of any member of the Buyer Group or any member of the Ardutch Group (in respect of a liability of Whirlpool), or any of their respective directors, officers, employees, agents or consultants after Completion;
(ii) any winding-up or cessation of, or any material change in, the nature or conduct of any business carried on by a member of the Buyer Group after Completion; or
(iii) any reorganisation or change in ownership of any Buyer Group Company after Completion, other than any such matter in paragraphs 13(i) to 13(iii) carried out: (A) at the written request or direction of Whirlpool; (B) in accordance with an agreement entered into by a Whirlpool Europe Group Company prior to or at Completion; (C) in the ordinary course of business as carried out by the Whirlpool Europe Group prior to Completion; or (D) with the consent of Whirlpool as a Reserved Matter (as such term in defined in the Shareholders’ Agreement) under the Shareholders’ Agreement (other than in circumstances where Xxxxxxx was actually aware that the matter in respect of which such consent was being requested would give rise to a Business Warranty ...
