Common use of Specific Limitations Clause in Contracts

Specific Limitations. 3.1 A Warrantor is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim would not have arisen but for or the liability is increased by reason of: 3.1.1 a voluntary act or omission by a Group Company after Completion outside of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body 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 Deed; or 3.1.3 a breach by the Purchaser or any other member of the Purchaser’s Group of its obligations under any Transaction Document. 3.2 A Warrantor is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 was specifically taken into account in computing the amount of an allowance, provision or reserve taken into account in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged on or before the Locked Box Date; (b) arises as a result of the exercise of the Options and has been withheld from the Consideration as the Option Withholding Amount; or (c) arises after the Locked Box Date and before Completion in the ordinary course of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that was taken into account in the Locked Box Accounts) is available for set-off (and for the purposes of this paragraph: (a) any Relief arising in respect of an accounting period falling partly before and partly after Completion shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakage.

Specific Limitations. 3.1 A Warrantor is not 5.1 No Indemnifying Party shall be liable in respect of a Warranty Claim under this Deed for any Relevant Claim, to the extent that the fact, matter or circumstance giving rise to loss arising from the Warranty Relevant Claim would not have arisen but for or the liability is increased by reason offor: 3.1.1 a voluntary act or omission by a Group Company after Completion outside of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 5.1.1 the passing of, or a any change in, after the date of this Deed a lawAgreement, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case any Applicable Law not actually or prospectively in force effect as at the date of this DeedAgreement; or 3.1.3 a breach 5.1.2 any voluntary action taken by the Purchaser Buyer after the date of this Agreement (including such actions expressly directed by the Buyer), other than any such action taken to comply with Applicable Law, or any other member pursuant to a binding commitment made by a Group Company prior to the date of this Agreement which has been Disclosed to the Purchaser’s Group of its obligations under any Transaction DocumentBuyer. 3.2 A 5.2 Neither the Company nor any Warrantor nor any MCD Warrantor shall be liable for any ACT Warranty Claim or MCD Warranty Claim to the extent that: 5.2.1 the matter giving rise to such Warranty Claim is not liable in respect of a or directly relates to Sanomics Holdings Limited; 5.2.2 the loss arising from such Warranty Claim under this Deed is covered by an insurance policy of a Group Company and payment is made by the insurer to the extent that relevant Group Company; 5.2.3 the fact, matter or circumstance giving rise to such Warranty Claim is a direct result of the Warranty Claim: 3.2.1 has been Disclosed passing of, or otherwise any change in, any Applicable Law after the date of this Agreement which the Purchaser is aware not actually or prospectively in effect as at the date of this Deed and which Agreement; 5.2.4 the matter giving rise to such Warranty Claim is a direct result of any change in accounting or Tax policies, bases or practices binding upon a Group Company or the Buyer, introduced after the date of this Agreement; 5.2.5 the matter giving rise to such Warranty Claim is a direct result of any increase in the rates of Tax announced after the date of this Agreement or any imposition of Tax not actually in effect on the date of this Agreement; 5.2.6 the matter giving rise to such Warranty Claim is a direct result of voluntary actions taken by the Buyer after the date of this Agreement (including such actions expressly directed by the Buyer), other than any factsuch action taken to comply with Applicable Law, matters or circumstance that pursuant to a binding commitment made by a Group Company prior to the date of this Agreement which has been Disclosed) Disclosed to the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisersBuyer; or 3.2.2 was specifically taken into account in computing 5.2.7 the amount of an allowance, provision or reserve taken into account in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged on or before the Locked Box Date; (b) arises as a result of the exercise of the Options and has been withheld from the Consideration as the Option Withholding Amount; or (c) arises after the Locked Box Date and before Completion in the ordinary course of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost matter giving rise to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that Warranty Claim was taken into account in calculating the Locked Box amount of any item set out in the Accounts) is available for set-off (and for the purposes of this paragraph:. (a) any Relief arising 5.3 No Indemnifying Party shall be liable in respect of any Relevant Claim to the extent such loss result from indirect or consequential losses (including loss of profits). 5.4 The Buyer agrees that where there is an accounting period falling partly before and partly after Completion shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one ACT Warranty Claim, an MCD Warranty Claim or a Relevant Claim under clause 7.10, 7.11, 13.1, 13.2 or 13.5, the Buyer shall be deemed, so far as possiblenot bring such Relevant Claim against the Warrantors or the MCD Warrantors but shall, to be used in such the extent practicable, bring a way Relevant Claim against the Company under clause 8.1.1, 8.1.2 or 8.1.3 (as to reduce to the maximum extent possible the Warrantor’s liability under this Deedapplicable); or 3.2.6 is Leakage or Permitted Leakage.

Specific Limitations. 3.1 A Warrantor is not liable 8.1 The Seller shall have no liability in respect of any Warranty Claim or NAGE Employment Claim (and for the purposes of this paragraph 8.1 references to a Warranty Claim under this Deed shall be treated as including references to a NAGE Employment Claim) if and to the extent that the fact, matter or circumstance giving rise to the such Warranty Claim would not have arisen but for (or the liability its subject matter): 8.1.1 (save with respect to Future Environmental Change) occurs or arises or is increased by reason of: 3.1.1 as a voluntary act or omission by a Group Company after Completion outside result of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case legislation not actually or prospectively in force at the date of this Deed; or 3.1.3 a breach Agreement or any change of law, regulation, or published administrative practice (including by the Purchaser Inland Revenue or any other member taxing authority), or any change in the rates of Taxation or the Purchaser’s Group method of its obligations under any Transaction Document. 3.2 A Warrantor applying or calculating the rate of taxation which in each case is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware force at the date of this Deed and which Agreement; 8.1.2 would not have arisen or occurred but for (or is increased as a result of): (a) any voluntary act, event, omission, transaction or arrangement after Completion by any Purchaser Group Undertaking (or on their respective behalves) otherwise than, in the case of any Purchaser Group Undertaking, an act, event, omission, transaction or arrangement that occurs in the ordinary course of its business as carried on prior to Completion or in strict compliance with a legal obligation at Completion or upon instructions of or with the consent of the Seller or where the relevant Purchaser Group Undertaking did not know or could not have reasonably been expected to know such act, event, omission, transaction or arrangement would have caused or increased the amount of any Warranty Claim; or (b) any claim, election, surrender or disclaimer made, or notice or consent given after Completion (other than anything the making, giving or doing of which was taken into account in computing any fact, matters or circumstance that has been Disclosedprovision for Taxation in the Completion Statement) by any Group Company in connection with the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge provisions of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisersenactment or regulation relating to Taxation; or 3.2.2 (c) any failure or omission by any Group Company to make any claim, election, surrender or disclaimer, or give any notice, or consent or do any other thing, in connection with the provisions of any enactment or regulation relating to Taxation after Completion, the anticipated making, giving or doing of which was clearly and specifically taken into account in computing the amount of an allowance, provision or reserve taken into account for Taxation in the Locked Box Accounts; orCompletion Statement; 3.2.3 8.1.3 arises from an act, event, omission, transaction or arrangement of the Seller or any Group Company prior to Completion occurring at the written request or direction of, or with the written consent of, the Purchaser (where the Purchaser knew or understood or ought reasonably to have known or understood that such act, event, omission, transaction or arrangement would give rise to such Warranty Claim); 8.1.4 is a liability for Tax whichwhich arises directly or indirectly as a result of: (a) has been paid or discharged on or before the Locked Box Datepayment of any abnormal dividend by any Group Company after Completion; (b) arises as a result of the exercise of the Options and has been withheld from the Consideration as the Option Withholding Amount; or (c) arises change after the Locked Box Date and before Completion in the ordinary course of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on to which written notice any Group Company makes up its accounts. 8.2 The Seller shall have no liability in respect of such claim is given any Relevant Claim to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on extent that an Accrual has been made or before the Locked Box Date (but excluding any Relief that was been taken into account (but only where the Accrual or part of it can be reasonably clearly identifiable as being in relation to a Relevant Claim) in the Locked Box Accounts) Completion Statement in respect of the matter to which such liability relates or it is available otherwise taken account of, or reflected in, the Completion Statement. It is agreed that any general Accrual that is not recorded in a Group Company’s books as being referable to the subject matter of any Relevant Claim shall not be taken into account for set-off (and for the purpose of this paragraph 8.2. 8.3 For the purposes of this paragraph: (a) any Relief arising determining whether the Purchaser is barred by paragraphs 3.1 and 3.2 from recovering in respect of an accounting period falling partly before and partly after Completion a Relevant Claim, the amount of such Relevant Claim shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce the net amount of the claim after giving effect to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakageprovisions of paragraphs 8.1 and 8.2.

Specific Limitations. 3.1 A Warrantor (a) In addition to those matters elsewhere listed in this Agreement for which the License Company’s prior approval is not liable in respect of a Warranty Claim under this Deed to the extent that the factrequired, matter or circumstance giving rise to the Warranty Claim would American III shall not have arisen but for or authority to undertake any of the liability is increased by reason offollowing actions without the License Company’s prior written authority: 3.1.1 (i) modify an annual budget, an annual business plan, a voluntary act Construction Schedule, a Construction Plan or omission by a Group Technical Services Plan; (ii) without expanding or modifying any limitations of Section 4.2(b)(iii), cause the License Company after Completion outside or any of its Subsidiaries that do not hold Licenses to incur any debt not incurred in the ordinary course of business as carried of the License Company or such Subsidiary; (iii) without expanding or modifying any limitations of Section 4.2(b)(iii), enter into contracts or commitments or series of contracts or commitments on at Completionbehalf of the License Company or any of its Subsidiaries that do not hold Licenses, otherwise than where such act which individually have a value exceeding One Hundred Thousand Dollars ($100,000) or omission is carried out collectively have a value exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iv) without expanding or modifying any limitations of Section 4.2(b)(iii), obligate the License Company or any of its Subsidiaries that do not hold Licenses for any expenses exceeding One Hundred Thousand Dollars ($100,000), except under contracts executed by the License Company or the applicable Subsidiary; (v) bring, prosecute, defend, or settle any legal or equitable action or litigation in the name of the License Company or any of its Subsidiaries or the License Company Systems brought by, against or with respect to the License Company or any of its Subsidiaries or the License Company Systems; or *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to any binding legal commitment entered into by a Group Company before Completion; orRule 24b-2 under the Securities Exchange Act. 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunalvi) or administrative practice of a government, governmental department, agency or regulatory body 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 Deed; or 3.1.3 a breach by the Purchaser or any other member of the Purchaser’s Group of perform its obligations under any Transaction Documentthis Agreement in a manner inconsistent with the applicable annual budget, annual business plan, Construction Schedule, Construction Plan or Technical Services Plan. 3.2 A Warrantor is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 was specifically taken into account in computing the amount of an allowance, provision or reserve taken into account in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged on or before the Locked Box Date; (b) arises as a result In no circumstances shall American III have authority to undertake any of the exercise following actions: (i) sell, trade or surrender the Licenses, or attempt to modify the Licenses; (ii) sign or make any filings with the FCC or any other Governmental Authority with respect to any License Company System; (iii) cause any of the Options and has been withheld from the Consideration as the Option Withholding Amount; or License Company’s Subsidiaries that hold Licenses to incur any debt (c) arises after the Locked Box Date and before Completion whether or not incurred in the ordinary course of business), enter into contracts or commitments or series of contracts or commitments on behalf of any of the License Company’s Subsidiaries that hold Licenses or otherwise obligate any of such Subsidiaries in any respect, in each such case, with or to any third party other than American III by virtue of the Subsidiary Guarantees; or 3.2.4 is remediable and is remedied(iv) grant a security interest in or hypothecate any assets of any License Company System, or is otherwise compensatedexcept, at no cost other than with respect to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member Subsidiaries of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief License Company that was taken into account hold Licenses, for purchase money security interests granted in the Locked Box Accounts) is available for set-off (ordinary course of business and for in accordance with the purposes of this paragraph: (a) any Relief arising in respect of an accounting period falling partly before and partly after Completion shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakagethen current annual budget.

Specific Limitations. 3.1 A Warrantor The Shareholder shall have no liability to the Company and the Company shall not have any claim whatsoever against the Shareholder in respect of any claim under the provisions of Section 2 above (a "Warranty Claim") or any matter giving rise thereto the extent that: (i) provision or allowance or reserve in respect thereof has been made in the Closing Balance Sheet or payment or discharge thereof has been taken into account in preparing such balance sheet or the matter to which the claim relates was specifically referred to in the note to such balance sheet; (ii) it would not have arisen but for any change after Closing in the accounting policies or practices of the Corporation or in generally accepted accounting principles or in the tax reporting policies of the Corporation; (iii) it occurs as a result of any legislation not in force at the date of Closing which takes effect retrospectively or occurs as a consequence of a change in the interpretation of the law or the practice or any taxation authority after the date hereof in the United Kingdom; (iv) it would not have arisen but for any voluntary act, omission, transaction or arrangement after Closing otherwise than in the ordinary course of business of the Corporation as at present carried on; (v) it would not have arisen but for any change in the nature or conduct or any winding up or cessation after Closing of any trade or business carried on by the Corporation; and (vi) the Corporation recovers under a policy of insurance in respect of the loss or damage which gives rise to the Warranty Claim. If any liability of the Shareholder is in respect of a liability of the Corporation which is contingent when the Warranty Claim is notified to the Shareholder, then the Shareholder shall not liable be obliged to make any payment in respect of the liability until such time as the contingent liability becomes an actual liability. If after Closing there comes to the notice of the Company any matter or claim or event or thing which may constitute or give rise to a Warranty Claim, it shall be a condition of liability in respect of such Warranty Claim that the Company shall: (i) forthwith give written notice thereof to the Shareholder giving full details of the Warranty Claim so far as then known to the Company together with the Company's assessment of the amount that and the date on which the Company anticipates that the Shareholder will be required to make a payment in respect of the Warranty Claim; (ii) not make any admission of liability, agreement or compromise with any person, body or authority in relation thereto without the prior agreement of the Shareholder (which shall not be unreasonably withheld or delayed); and (iii) give the Shareholder and its professional advisers access to the premises, personnel and advisers of the Company and the Shareholder as may be relevant upon reasonable notice and during normal business hours and access to any relevant chattels, documents and records owned by or within the power or control of the Company and/or the Corporation or to which the Company or the Corporation has or can procure access so as to enable the Shareholder and its professional advisers to examine such chattels, accounts, documents and records and take extracts or photocopies thereof for the purpose of determining the nature and extent of the Warranty Claim and the steps that may be appropriate to remedy or avert it. Following the Company giving notice to the Shareholder of a Warranty Claim, the Company shall afford the opportunity to take such steps as the Shareholder considers reasonable to remedy or avert the Warranty Claim. The Shareholder may require the Company to give such information and assistance in connection with the affairs of the Corporation as the Shareholder may reasonably request to avoid, resist, appeal or compromise the Warranty Claim subject to the Shareholder's indemnifying the Company for itself and as trustee for the Corporation against all costs and expenses which it or they may properly incur in connection with such assistance. The Shareholder may request the Company or the Corporation to allow the Shareholder to take on or take over at its own expense the conduct of all proceedings of whatsoever nature arising in connection with the Warranty Claim subject to the Company's approval of the Shareholder's professional advisers, which approval shall not be unreasonably withheld or delayed. If the Shareholder takes on or takes over the conduct of proceedings, the Company shall, or shall procure that the Corporation shall, provide such information as the Shareholder may reasonably require in connection with the preparation for and conduct of such proceedings. Any settlement of a Warranty Claim the proceedings of which has been taken over by the Shareholder shall be subject to the prior written approval of the Company, which approval shall not be unreasonably withheld or delayed. Where the Company or Corporation is entitled to recover from some other person any sums in respect of a Warranty Claim under this Deed the Company shall or shall procure that the Corporation shall take such action as the Shareholder may reasonably request to enforce such recovery and any amount so recovered shall be taken into account in determining the liability of the Shareholder in respect of any related Warranty Claim subject to the extent that Shareholder's advancing to the factCompany all costs and expenses which the Company may incur in connection with such action. For the avoidance of doubt, nothing in this Agreement shall in any way restrict or limit the general obligation at law of the Company to take reasonable steps to mitigate any loss or damage which it may suffer in consequence of any breach by the Shareholder of the terms of this Agreement. If, before the Shareholder has made a payment in respect of a Warranty Claim, the Corporation or the Company shall recover (whether by payment, discount, credit or otherwise including from insurers or any taxation authority) any sum by reason of or in respect of the matter or circumstance giving rise to the Warranty Claim would not have arisen but for or they shall take such recovery (less any reasonable costs and expenses properly incurred in relation to such recovery) into account in determining the liability is increased by reason of: 3.1.1 a voluntary act or omission by a Group Company after Completion outside amount of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to Warranty Claim. If the Shareholder shall have made any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body 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 Deed; or 3.1.3 a breach by the Purchaser or any other member of the Purchaser’s Group of its obligations under any Transaction Document. 3.2 A Warrantor is not liable payment in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 Corporation or the Company shall subsequently receive a benefit which was specifically not taken into account in computing determining any liability of the Shareholder in respect of the Warranty Claim and which would have reduced such liability had the benefit been taken into account (including under any insurance) the Company (for itself or on behalf of the relevant company as the case may be) shall forthwith repay the Shareholder an amount equal to the lesser of: (i) an amount corresponding to the benefit (including the amount of an allowanceany such refund but, provision in all cases, after deduction of any reasonable costs or reserve taken into account expenses properly incurred in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged on or before the Locked Box Date; (b) arises such recovery as a result of the exercise of the Options and has been withheld from the Consideration well as the Option Withholding Amount; or (c) arises after the Locked Box Date and before Completion in the ordinary course of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that was taken into account in the Locked Box Accounts) is available for set-off (and for the purposes of this paragraph: (a) any Relief arising in respect of an accounting period falling partly before and partly after Completion shall be apportioned on a time basisall taxation thereon); and (bii) any Relief that is, or would have been, so available the payment by the Shareholder to the Company in relation to more than one respect of the Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakage.

Specific Limitations. 3.1 A Warrantor (a) In addition to those matters elsewhere listed in this Agreement for which the License Company’s prior approval is not liable in respect of a Warranty Claim under this Deed to the extent that the factrequired, matter or circumstance giving rise to the Warranty Claim would American II shall not have arisen but for or authority to undertake any of the liability is increased by reason offollowing actions without the License Company’s prior written authority: 3.1.1 (i) modify an annual budget, an annual business plan, a voluntary act Construction Schedule, a Construction Plan or omission by a Group Technical Services Plan; (ii) without expanding or modifying any limitations of Section 4.2(b)(iii), cause the License Company after Completion outside or any of its Subsidiaries that do not hold Licenses to incur any debt not incurred in the ordinary course of business as carried of the License Company or such Subsidiary; (iii) without expanding or modifying any limitations of Section 4.2(b)(iii), enter into contracts or commitments or series of contracts or commitments on at Completionbehalf of the License Company or any of its Subsidiaries that do not hold Licenses, otherwise than where such act which individually have a value exceeding One Hundred Thousand Dollars ($100,000) or omission is carried out pursuant collectively have a value exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iv) without expanding or modifying any limitations of Section 4.2(b)(iii), obligate the License Company or any of its Subsidiaries that do not hold Licenses for any expenses exceeding One Hundred Thousand Dollars ($100,000), except under contracts executed by the License Company or the applicable Subsidiary; (v) bring, prosecute, defend, or settle any legal or equitable action or litigation in the name of the License Company or any of its Subsidiaries or the License Company Systems brought by, against or with respect to the License Company or any binding legal commitment entered into by a Group of its Subsidiaries or the License Company before CompletionSystems; or 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunalvi) or administrative practice of a government, governmental department, agency or regulatory body 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 Deed; or 3.1.3 a breach by the Purchaser or any other member of the Purchaser’s Group of perform its obligations under any Transaction Documentthis Agreement in a manner inconsistent with the applicable annual budget, annual business plan, Construction Schedule, Construction Plan or Technical Services Plan. 3.2 A Warrantor is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 was specifically taken into account in computing the amount of an allowance, provision or reserve taken into account in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged on or before the Locked Box Date; (b) arises as a result In no circumstances shall American II have authority to undertake any of the exercise following actions: (i) sell, trade or surrender the Licenses, or attempt to modify the Licenses; (ii) sign or make any filings with the FCC or any other Governmental Authority with respect to any License Company System; (iii) cause any of the Options and has been withheld from the Consideration as the Option Withholding Amount; or License Company’s Subsidiaries that hold Licenses to incur any debt (c) arises after the Locked Box Date and before Completion whether or not incurred in the ordinary course of business), enter *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. into contracts or commitments or series of contracts or commitments on behalf of any of the License Company’s Subsidiaries that hold Licenses or otherwise obligate any of such Subsidiaries in any respect, in each such case, with or to any third party other than American II by virtue of the Subsidiary Guarantees; or 3.2.4 is remediable and is remedied(iv) grant a security interest in or hypothecate any assets of any License Company System, or is otherwise compensatedexcept, at no cost other than with respect to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member Subsidiaries of the Purchaser’s Group) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief License Company that was taken into account hold Licenses, for purchase money security interests granted in the Locked Box Accounts) is available for set-off (ordinary course of business and for in accordance with the purposes of this paragraph: (a) any Relief arising in respect of an accounting period falling partly before and partly after Completion shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakagethen current annual budget.

Specific Limitations. 3.1 A Warrantor is An Indemnifying Party shall not liable in respect have any liability to the Indemnified Party under Article VIII of a Warranty Claim under this Deed Agreement to the extent that the fact, matter or circumstance giving rise to the Warranty Claim would not have arisen but for or the liability is increased by reason ofany Losses arise from: 3.1.1 a voluntary act or omission by a Group Company after Completion outside of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 (a) the passing of, or a any change in, after the date applicable Closing Date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case any Applicable Law not actually or prospectively in force at announced prior to the date of this Deed; or 3.1.3 a breach by Agreement, including (without prejudice to the Purchaser generality of the foregoing) any increase in the rates of Tax or any other member imposition of the Purchaser’s Group Tax or any withdrawal of its obligations under any Transaction Document. 3.2 A Warrantor is relief from Tax not liable actually (or prospectively) in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware at the date of this Deed and which (other than any fact, matters or circumstance that has been Disclosed) the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisers; or 3.2.2 was specifically taken into account in computing the amount of an allowance, provision or reserve taken into account in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or discharged effect on or before the Locked Box such Closing Date; (b) arises any voluntary act, voluntary omission, transaction or agreement after the applicable Closing Date made by the Indemnified Party, other than pursuant to a legally binding commitment in place prior to such Closing Date; (c) any act, omission or transaction occurring before the applicable Closing Date directly as a result of the exercise written request or written direction of the Options Indemnified Party; (d) if and to the extent that a specific allowance, provision or reserve has been withheld from made in the Consideration financial statements in respect of the matter to which such liability relates; (e) if and to the extent any breach or claim shall arise by reason of some liability of which at the time the breach is notified to the Indemnifying Party is contingent only, the Indemnifying Party shall not be under any obligation to make any payment thereunder until such time as the Option Withholding AmountIndemnified Party has suffered a Loss; or (cf) arises any change after the Locked Box applicable Closing Date and before Completion of any generally accepted interpretation or application of any legislation, or changes in the ordinary course accounting policy, bases or practice of business; or 3.2.4 is remediable the Indemnified Party, unless any such changes have been publicly announced prior to the date hereof. The amount of any Losses payable by the Indemnifying Party under this Agreement shall be net of any (i) amounts actually recovered (and is remediednot subject to forfeiture or reimbursement) by Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) corresponding Tax benefits to the Indemnified Party arising from such Losses, provided that no such amounts shall reduce any amount recoverable under Article VIII hereof except to the extent that the Indemnified Party has already been compensated for any deductible under any insurance policy, any unrecoverable loss hereunder and the expenses of such recovery. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to utilize, at such Indemnified Party’s average tax rate then in effect, all Tax items arising from the incurrence or payment for any Losses. If the Indemnifying Party has paid an amount in discharge of any claim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the subject matter of such claim, then to the extent the Indemnified Party subsequently recovers or is otherwise compensatedentitled to recover (whether by payment, at no cost to the Purchaser’s Groupdiscount, by the Warrantors and/or credit, relief, insurance or otherwise) from a third party a sum which further indemnifies or compensates the Indemnified Party (not being a member of the Purchaser’s Groupin whole or in part) within 90 days of the date on which written notice of such claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that was taken into account in the Locked Box Accounts) is available for set-off (and for the purposes of this paragraph: (a) any Relief arising in respect of an accounting period falling partly before the same loss or liability which is the subject matter of the claim such that the Indemnified Party’s recovery and partly after Completion retention of such amount would constitute double recovery, (i) in the case of recovery of any such amount by the Indemnified Party, it shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in soon as reasonably practicable pay over such a way as to reduce amount to the maximum extent possible Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in the Warrantor’s liability case of a recoverable amount, it shall use its commercially reasonable efforts to recover such amounts and upon recovery, as soon as reasonably practicable, pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto, provided that under no circumstances shall the Indemnified Party be required to take any action under this Deed); or 3.2.6 is Leakage paragraph that it reasonably considers would be harmful to its or Permitted Leakageits Affiliates business in any material respect.

Specific Limitations. 3.1 A Warrantor is not liable 8.1 The Seller shall have no liability in respect of any Relevant Claim or a Warranty Claim claim under this Deed the Camfil Indemnity if and to the extent that such Relevant Claim or claim under the fact, matter Camfil Indemnity (or circumstance giving rise to the Warranty Claim would not have arisen but for its subject matter): 8.1.1 occurs or the liability arises or is increased by reason of: 3.1.1 as a voluntary act or omission by a Group Company after Completion outside result of the ordinary course of business as carried on at Completion, otherwise than where such act or omission is carried out pursuant to any binding legal commitment entered into by a Group Company before Completion; or 3.1.2 the passing of, or a change in, after the date of this Deed a law, rule, regulation, interpretation of the law (by a decision of a court or tribunal) or administrative practice of a government, governmental department, agency or regulatory body or an increase in the Tax rates or an imposition of Tax, in each case legislation not actually or prospectively in force at the date of this Deed; or 3.1.3 a breach Agreement or any change of law, regulation, directive, requirement or administrative practice (including by the Purchaser HM Revenue & Customs or any other member Taxation Authority), or any change in the rates of the Purchaser’s Group of its obligations under any Transaction Document. 3.2 A Warrantor Taxation which in each case is not liable in respect of a Warranty Claim under this Deed to the extent that the fact, matter or circumstance giving rise to the Warranty Claim: 3.2.1 has been Disclosed or otherwise of which the Purchaser is aware force at the date of this Deed and which Agreement; 8.1.2 occurs or arises or, such Relevant Claim otherwise having arisen, is increased as a result of any change made, after the date of this Agreement in any accounting or taxation policies of any Group Company; 8.1.3 would not have arisen or occurred but for (or is increased as a result of): (a) any voluntary act, event, omission, transaction or arrangement after Completion by either of the Purchasers or any Group Company (or on their respective behalves) otherwise than, in the case of any Group Company, in the ordinary course of its business as now carried on; or (b) any claim, election, surrender or disclaimer made, or notice or consent given after Completion (other than anything the making, giving or doing of which was taken into account in computing any fact, matters provision for Taxation in the Accounts or circumstance that has been Disclosedthe Management Accounts) by any Group Company in connection with the Purchaser is aware would entitle the Purchaser to make a Warranty Claim following Completion. For the purposes of this paragraph, the Purchaser shall be deemed to be aware of all matters, facts and circumstances within the knowledge provisions of any of the Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any additional due diligence reports prepared by its professional advisers, and made due and reasonable enquiry of each other Purchaser Specified Individual and the Purchaser’s professional advisersenactment or regulation relating to Taxation; or 3.2.2 (c) any failure or omission by a Group Company to make any claim, election, surrender or disclaimer, or give any notice, or consent or do any other thing, in connection with the provisions of any enactment or regulation relating to Taxation after Completion, the anticipated making, giving or doing of which was specifically taken into account in computing the amount provision for Taxation in the Accounts or the Management Accounts; 8.1.4 arises from an act, event, omission, transaction or arrangement of an the Seller or any Group Company prior to Completion occurring at the request or direction of, or with the written consent of, either of the Purchasers or their respective advisers; 8.1.5 is recovered by either of the Purchasers or any Group Company under the terms of any insurance policy of either of the Purchasers or any Group Company (or would have been so recovered but for any change in the terms of any such insurance policy after Completion); 8.1.6 is a liability for Taxation which arises directly or indirectly as a result of: (a) the payment of any unusual or abnormal dividend by any Group Company after Completion; (b) the change of the date to which any Group Company makes up its accounts; (c) the cessation of any business carried on by any Group Company occurring after Completion 8.1.7 or part thereof is satisfied (in whole or in part) by way of set off pursuant to clause 7 of the Tax Deed. 8.2 The Seller shall have no liability in respect of any Relevant Claim or claim under the Camfil Indemnity to the extent that specific allowance, provision or reserve taken into account has been made in the Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid Accounts or discharged on or before the Locked Box Date; (b) arises as a result Completion Accounts in respect of the exercise matter to which such liability relates. 8.3 For the avoidance of doubt, in determining the Options and has been withheld from the Consideration as the Option Withholding Amount; or (c) arises after the Locked Box Date and before Completion in the ordinary course amount of business; or 3.2.4 is remediable and is remedied, or is otherwise compensated, at no cost to the Purchaser’s Group, by the Warrantors and/or a third party (not being a member of the Purchaser’s Group) within 90 days of the date on which written notice of such any claim is given to the Warrantors pursuant to paragraph 2; or 3.2.5 is a Tax liability against which a Relief arising on or before the Locked Box Date (but excluding any Relief that was taken into account in the Locked Box Accounts) is available for set-off (and for the purposes of this paragraph: (a) any Relief arising the limits set out in respect paragraphs 3.1 and 3.2, the amount of an accounting period falling partly before and partly after Completion such claim shall be apportioned on a time basis; and (b) any Relief that is, or would have been, so available in relation to more than one Warranty Claim, shall be deemed, so far as possible, to be used in such a way as to reduce the net amount after giving effect to the maximum extent possible the Warrantor’s liability under this Deed); or 3.2.6 is Leakage or Permitted Leakageprovisions of paragraphs 8.1 and 8.2.