Limitations and Procedure Sample Clauses

Limitations and Procedure. 1 limitations 1.1 The Seller shall not be liable in respect of any Tax Liability or any claim under the Tax Warranties to the extent that: (a) provision, reserve or allowance was made for such Tax Liability in the Management Accounts or such Tax Liability is discharged prior to Completion to the extent such payment or discharge has been taken into account in the preparation of the Management Accounts; or (b) such Tax Liability arises in the ordinary course of business of the Target carried on since the Management Accounts Date; (c) such Tax Liability would not have arisen but for any voluntary act, transaction or omission carried out by the Target, the Buyer or any member of the Buyer's Group outside the ordinary course of business after Completion which that person knew or ought reasonably to have known would give rise to the liability, save that this exclusion shall not apply where such transaction, action or omission: (i) is required by any legislation or other statutory requirement; or (ii) is carried out or effected pursuant to a legally binding obligation of the Target entered into on or before Completion; or (iii) is the provision of any information or disclosure legally required to be made to any Tax Authority; (d) such Tax Liability arises or is increased or any provision or reserve in respect of the Tax Liability in the Management Accounts is insufficient as a result of the imposition of any Tax or any increase in rates of Tax or any change in law or in the published practice or concession of any Tax Authority in each case occurring after Completion; (e) such Tax Liability arises or is increased or any provision or reserve in respect of the Tax Liability in the Management Accounts is insufficient as a result of any change after Completion in the bases, methods or policies of accounting of the Target but excluding any change required to comply with any law or generally accepted accounting practices or principles applicable to the Target; (f) the Tax Liability would not have arisen but for any claim, election, surrender or disclaimer made or notice or consent given or done, after Completion (other than (i) at the written request, direction or otherwise with the written approval of the Seller or (ii) the making, the giving or doing of which was taken into account in computing any provision for Tax in the Management Accounts) under, or in connection with the provisions of any enactment or regulation relating to Tax by the Target or any member of the ...

Limitations and Procedure