Common use of Specific Limitations Clause in Contracts

Specific Limitations. An Indemnifying Party shall not have any liability to the Indemnified Party under Article VIII of this Agreement to the extent any Losses arise from: (a) the passing of, or any change in, after the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreement, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date; (b) 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 written request or written direction of the Indemnified Party; (d) if and to the extent that a specific allowance, provision or reserve has been made in the 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 Indemnified Party has suffered a Loss; or (f) any change after the applicable Closing Date of any generally accepted interpretation or application of any legislation, or changes in the accounting policy, bases or practice of 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 not 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 entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which further indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the same loss or liability which is the subject matter of the claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery, (i) in the case of recovery of any such amount by the Indemnified Party, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in the 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 paragraph that it reasonably considers would be harmful to its or its Affiliates business in any material respect.

Specific Limitations. An Indemnifying Party (a) In addition to those matters elsewhere listed in this Agreement for which the License Company’s prior approval is required, American III shall not have authority to undertake any liability to of the Indemnified Party under Article VIII of this Agreement to following actions without the extent any Losses arise fromLicense Company’s prior written authority: (ai) modify an annual budget, an annual business plan, a Construction Schedule, a Construction Plan or a Technical Services Plan; (ii) without expanding or modifying any limitations of Section 4.2(b)(iii), cause the passing ofLicense Company or any of its Subsidiaries that do not hold Licenses to incur any debt not incurred in the ordinary course of business 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 behalf of the License Company or any of its Subsidiaries that do not hold Licenses, which individually have a value exceeding One Hundred Thousand Dollars ($100,000) or 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 change inlegal or equitable action or litigation in the name of the License Company or any of its Subsidiaries or the License Company Systems brought by, after 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 Rule 24b-2 under the Securities Exchange Act. (vi) perform its obligations under this Agreement in a manner inconsistent with the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreementannual budget, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax annual business plan, Construction Schedule, Construction Plan or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date;Technical Services Plan. (b) In no circumstances shall American III have authority to undertake any voluntary actof the following actions: (i) sell, voluntary omissiontrade or surrender the Licenses, transaction or agreement after attempt to modify the applicable Closing Date made by the Indemnified Party, other than pursuant to a legally binding commitment in place prior to such Closing DateLicenses; (cii) sign or make any act, omission filings with the FCC or transaction occurring before the applicable Closing Date directly as a result of the written request or written direction of the Indemnified Partyany other Governmental Authority with respect to any License Company System; (diii) if and cause any of the License Company’s Subsidiaries that hold Licenses to the extent that a specific allowance, provision incur any debt (whether or reserve has been made not incurred in the financial statements in respect ordinary course of business), enter into contracts or commitments or series of contracts or commitments on behalf of any of the matter License Company’s Subsidiaries that hold Licenses or otherwise obligate any of such Subsidiaries in any respect, in each such case, with or to which such liability relates; (e) if and to any third party other than American III by virtue of 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 Indemnified Party has suffered a LossSubsidiary Guarantees; or (fiv) grant a security interest in or hypothecate any change after the applicable Closing Date assets of any generally accepted interpretation or application of any legislationLicense Company System, or changes in the accounting policyexcept, bases or practice of 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 not 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 than with respect to the subject matter of such claim, then to the extent the Indemnified Party subsequently recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which further indemnifies or compensates the Indemnified Party (in whole or in part) in respect Subsidiaries of the same loss or liability which is the subject matter of the claim such License Company that the Indemnified Party’s recovery and retention of such amount would constitute double recoveryhold Licenses, (i) for purchase money security interests granted in the case ordinary course of recovery of any such amount by business and in accordance with the Indemnified Party, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in the 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 paragraph that it reasonably considers would be harmful to its or its Affiliates business in any material respectthen current annual budget.

Specific Limitations. An Indemnifying Party The Shareholder shall have no liability to the Company and the Company shall not have any liability to claim whatsoever against the Indemnified Party Shareholder in respect of any claim under Article VIII the provisions of this Agreement to Section 2 above (a "Warranty Claim") or any matter giving rise thereto the extent any Losses arise fromthat: (ai) the passing of, or any change in, after the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreement, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date; (b) 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 written request or written direction of the Indemnified Party; (d) if and to the extent that a specific allowance, provision or allowance or reserve in respect thereof has been made in the financial statements 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 matter to loss or damage which such liability relates; (e) if and gives rise to the extent Warranty Claim. If any breach or claim shall arise by reason of some liability of the Shareholder is in respect of a liability of the Corporation which at is contingent when the time the breach Warranty Claim is notified to the Indemnifying Party is contingent onlyShareholder, then the Indemnifying Party Shareholder shall not be under any obligation obliged to make any payment thereunder in respect of the liability until such time as the Indemnified Party has suffered 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 Loss; orWarranty Claim, it shall be a condition of liability in respect of such Warranty Claim that the Company shall: (fi) 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 change after admission of liability, agreement or compromise with any person, body or authority in relation thereto without the applicable Closing Date 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 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 generally accepted interpretation or application of any legislation, or changes in the accounting policy, bases or practice of the Indemnified Party, unless any such changes have been publicly announced prior related Warranty Claim subject to the date hereofShareholder's advancing to the Company all costs and expenses which the Company may incur in connection with such action. The amount For the avoidance of any Losses payable by the Indemnifying Party under doubt, nothing in this Agreement shall be net 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 (i) amounts actually recovered (and not subject to forfeiture or reimbursement) breach by Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforthe Shareholder of the terms of this Agreement. If, and (ii) corresponding Tax benefits to before 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 Shareholder has already been compensated for any deductible under any insurance policy, any unrecoverable loss hereunder and the expenses made a payment in respect of such recovery. In computing the amount of any such Tax benefita Warranty Claim, the Indemnified Party Corporation or the Company 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 entitled to recover (whether by payment, discount, credit, relief, insurance credit or otherwiseotherwise including from insurers or any taxation authority) from a third party a any sum which further indemnifies by reason of or compensates the Indemnified Party (in whole or in part) in respect of the same loss or liability which is matter giving rise to the subject matter Warranty Claim they shall take such recovery (less any reasonable costs and expenses properly incurred in relation to such recovery) into account in determining the amount of the claim Warranty Claim. If the Shareholder shall have made any payment in respect of a Warranty Claim and the Corporation or the Company shall subsequently receive a benefit which was not taken into account in determining any liability of the Shareholder in respect of the Warranty Claim and which would have reduced such that liability had the Indemnified Party’s recovery and retention benefit been taken into account (including under any insurance) the Company (for itself or on behalf of such the relevant company as the case may be) shall forthwith repay the Shareholder an amount would constitute double recovery, equal to the lesser of: (i) in an amount corresponding to the case of recovery benefit (including the amount of any such amount by the Indemnified Partyrefund but, it shall in all cases, after deduction of any reasonable costs or expenses properly incurred in such recovery as soon well as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect theretotaxation thereon); and and (ii) in the 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 payment by the Shareholder to the Indemnifying Party less all costs Company in respect of recovery and Taxes with respect thereto, provided that under no circumstances shall the Indemnified Party be required to take any action under this paragraph that it reasonably considers would be harmful to its or its Affiliates business in any material respectWarranty Claim.

Specific Limitations. An Indemnifying Party (a) In addition to those matters elsewhere listed in this Agreement for which the License Company’s prior approval is required, American II shall not have authority to undertake any liability to of the Indemnified Party under Article VIII of this Agreement to following actions without the extent any Losses arise fromLicense Company’s prior written authority: (ai) modify an annual budget, an annual business plan, a Construction Schedule, a Construction Plan or a Technical Services Plan; (ii) without expanding or modifying any limitations of Section 4.2(b)(iii), cause the passing ofLicense Company or any of its Subsidiaries that do not hold Licenses to incur any debt not incurred in the ordinary course of business 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 behalf of the License Company or any of its Subsidiaries that do not hold Licenses, which individually have a value exceeding One Hundred Thousand Dollars ($100,000) or 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 change inlegal or equitable action or litigation in the name of the License Company or any of its Subsidiaries or the License Company Systems brought by, after against or with respect to the License Company or any of its Subsidiaries or the License Company Systems; or (vi) perform its obligations under this Agreement in a manner inconsistent with the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreementannual budget, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax annual business plan, Construction Schedule, Construction Plan or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date;Technical Services Plan. (b) In no circumstances shall American II have authority to undertake any voluntary actof the following actions: (i) sell, voluntary omissiontrade or surrender the Licenses, transaction or agreement after attempt to modify the applicable Closing Date made by the Indemnified Party, other than pursuant to a legally binding commitment in place prior to such Closing DateLicenses; (cii) sign or make any act, omission filings with the FCC or transaction occurring before the applicable Closing Date directly as a result of the written request or written direction of the Indemnified Partyany other Governmental Authority with respect to any License Company System; (diii) if and cause any of the License Company’s Subsidiaries that hold Licenses to the extent that a specific allowance, provision incur any debt (whether or reserve has been made not incurred in the financial statements in respect ordinary course of business), enter *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the matter text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to which 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 liability relates; (e) if and Subsidiaries in any respect, in each such case, with or to any third party other than American II by virtue of 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 Indemnified Party has suffered a LossSubsidiary Guarantees; or (fiv) grant a security interest in or hypothecate any change after the applicable Closing Date assets of any generally accepted interpretation or application of any legislationLicense Company System, or changes in the accounting policyexcept, bases or practice of 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 not 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 than with respect to the subject matter of such claim, then to the extent the Indemnified Party subsequently recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which further indemnifies or compensates the Indemnified Party (in whole or in part) in respect Subsidiaries of the same loss or liability which is the subject matter of the claim such License Company that the Indemnified Party’s recovery and retention of such amount would constitute double recoveryhold Licenses, (i) for purchase money security interests granted in the case ordinary course of recovery of any such amount by business and in accordance with the Indemnified Party, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in the 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 paragraph that it reasonably considers would be harmful to its or its Affiliates business in any material respectthen current annual budget.

Specific Limitations. An Indemnifying Party 8.1 The Seller shall not have no liability in respect of any liability to Warranty Claim or NAGE Employment Claim (and for the Indemnified Party under Article VIII purposes of this Agreement to the extent any Losses arise from: (a) the passing of, or any change in, after the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreement, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date; (b) any voluntary act, voluntary omission, transaction or agreement after the applicable Closing Date made by the Indemnified Party, other than pursuant paragraph 8.1 references to a legally binding commitment in place prior Warranty Claim shall be treated as including references to such Closing Date; (c) any act, omission or transaction occurring before the applicable Closing Date directly as a result of the written request or written direction of the Indemnified Party; (dNAGE Employment Claim) if and to the extent that such Warranty Claim (or its subject matter): 8.1.1 (save with respect to Future Environmental Change) occurs or arises or is increased as a specific allowanceresult of any legislation not in force at the date of this Agreement or any change of law, regulation, or published administrative practice (including by the Inland Revenue or any other taxing authority), or any change in the rates of Taxation or the method of applying or calculating the rate of taxation which in each case is not in force at the date of this 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 provision for Taxation in the Completion Statement) by any Group Company in connection with the provisions of any enactment or reserve regulation relating to Taxation; or (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 provision for Taxation in the Completion Statement; 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 which arises directly or indirectly as a result of: (a) the payment of any abnormal dividend by any Group Company after Completion; (b) the change after Completion of the date to which any Group Company makes up its accounts. 8.2 The Seller shall have no liability in respect of any Relevant Claim to the extent that an Accrual has been made or 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 financial statements Completion Statement in respect of the matter to which such liability relates; (e) if and to the extent any breach relates or claim shall arise by reason of some liability of which at the time the breach it is notified to the Indemnifying Party is contingent onlyotherwise taken account of, or reflected in, the Indemnifying Party shall Completion Statement. It is agreed that any general Accrual that is not be under any obligation to make any payment thereunder until such time recorded in a Group Company’s books as the Indemnified Party has suffered a Loss; or (f) any change after the applicable Closing Date of any generally accepted interpretation or application of any legislation, or changes in the accounting policy, bases or practice of 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 not 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 being referable to the subject matter of such claim, then to any Relevant Claim shall not be taken into account for the extent purpose of this paragraph 8.2. 8.3 For the Indemnified Party subsequently recovers or purposes of determining whether the Purchaser is entitled to recover (whether barred by payment, discount, credit, relief, insurance or otherwise) paragraphs 3.1 and 3.2 from a third party a sum which further indemnifies or compensates the Indemnified Party (in whole or in part) recovering in respect of a Relevant Claim, the same loss or liability which is amount of such Relevant Claim shall be the subject matter net amount of the claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery, (i) in the case of recovery of any such amount by the Indemnified Party, it shall as soon as reasonably practicable pay over such amount after giving effect to the Indemnifying Party less all costs provisions of recovery paragraphs 8.1 and Taxes with respect thereto; and (ii) in the 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 paragraph that it reasonably considers would be harmful to its or its Affiliates business in any material respect8.2.

Specific Limitations. An Indemnifying Party shall 3.1 A Warrantor is not have any liability to the Indemnified Party liable in respect of a Warranty Claim under Article VIII of this Agreement Deed to the extent any Losses arise fromthat 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: (a) 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 any a change in, after the applicable Closing Date date of any Applicable Law 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 announced prior to actually or prospectively in force at the date of this Agreement, including (without prejudice 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 generality 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 foregoing) Purchaser Specified Individuals, in each case having read the Disclosure Documents, the Reports and any increase 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 rates of Locked Box Accounts; or 3.2.3 is a liability for Tax which (a) has been paid or any imposition of Tax discharged on or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing before the Locked Box Date; (b) 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 arises as a result of the written request or written direction exercise of the Indemnified Party; (d) if Options and to the extent that a specific allowance, provision or reserve has been made in withheld from the 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 Consideration as the Indemnified Party has suffered a LossOption Withholding Amount; or (fc) any change arises after the applicable Closing Locked Box Date and before Completion in the ordinary course of any generally accepted interpretation or application of any legislationbusiness; or 3.2.4 is remediable and is remedied, or changes in the accounting policyis otherwise compensated, bases or practice of the Indemnified Party, unless any such changes have been publicly announced prior at no cost to the date hereof. The amount of any Losses payable Purchaser’s Group, by the Indemnifying Party under this Agreement shall be net of any (i) amounts actually recovered (and not 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 entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from Warrantors and/or a third party (not being a sum member of the Purchaser’s Group) within 90 days of the date on which further indemnifies 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 compensates before the Indemnified Party Locked Box Date (but excluding any Relief that was taken into account in whole or in partthe Locked Box Accounts) is available for set-off (and for the purposes of this paragraph: (a) any Relief arising in respect of the same loss an accounting period falling partly before and partly after Completion shall be apportioned on a time basis; and (b) any Relief that is, or liability which is the subject matter of the claim 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 that the Indemnified Party’s recovery and retention of such amount would constitute double recovery, (i) in the case of recovery of any such amount by the Indemnified Party, it shall a way as soon as reasonably practicable pay over such amount to reduce to the Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in maximum extent possible the 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 Warrantor’s liability under this paragraph that it reasonably considers would be harmful to its Deed); or 3.2.6 is Leakage or its Affiliates business in any material respectPermitted Leakage.

Specific Limitations. An 5.1 No Indemnifying Party shall not have be liable for any liability to the Indemnified Party under Article VIII of this Agreement Relevant Claim, to the extent any Losses arise fromthat the loss arising from the Relevant Claim would not have arisen but for: (a) 5.1.1 the passing of, or any change in, after the applicable Closing Date date of this Agreement, any Applicable Law not announced actually or prospectively in effect as at the date of this Agreement; or 5.1.2 any voluntary action taken by the 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 pursuant to a binding commitment made by a Group Company prior to the date of this Agreement, including (without prejudice Agreement which has been Disclosed to the generality Buyer. 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 in respect of or directly relates to Sanomics Holdings Limited; 5.2.2 the loss arising from such Warranty Claim is covered by an insurance policy of a Group Company and payment is made by the insurer to the relevant Group Company; 5.2.3 the matter giving rise to such Warranty Claim is a direct result of the foregoing) passing of, or any change in, any Applicable Law after the date of this Agreement which is not actually or prospectively in effect as at the date of this 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 or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Datethe date of this Agreement; (b) any 5.2.6 the matter giving rise to such Warranty Claim is a direct result of voluntary act, voluntary omission, transaction or agreement actions taken by the Buyer after the applicable Closing Date made date of this Agreement (including such actions expressly directed by the Indemnified PartyBuyer), other than any such action taken to comply with Applicable Law, or 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 made by a result of the written request or written direction of the Indemnified Party; (d) if and to the extent that a specific allowance, provision or reserve has been made in the 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 Indemnified Party has suffered a Loss; or (f) any change after the applicable Closing Date of any generally accepted interpretation or application of any legislation, or changes in the accounting policy, bases or practice of the Indemnified Party, unless any such changes have been publicly announced Group Company 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 not 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 which has been Disclosed to the Indemnified Party arising from Buyer; or 5.2.7 the matter giving rise to 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 Warranty Claim was taken into account in calculating the amount of any such Tax benefit, item set out in the Indemnified Accounts. 5.3 No Indemnifying Party shall be deemed to utilize, at such Indemnified Party’s average tax rate then liable in effect, all Tax items arising from the incurrence or payment for any Losses. If the Indemnifying Party has paid an amount in discharge respect 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 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 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 Indemnified Party subsequently recovers Buyer shall not bring such Relevant Claim against the Warrantors or is entitled to recover (whether by paymentthe MCD Warrantors but shall, discount, credit, relief, insurance or otherwise) from a third party a sum which further indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the same loss or liability which is the subject matter of the claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery, (i) in the case of recovery of any such amount by the Indemnified Party, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto; and (ii) in the case of a recoverable amount, it shall use its commercially reasonable efforts to recover such amounts and upon recovery, as soon as reasonably extent practicable, pay over such amount to bring a Relevant Claim against the Indemnifying Party less all costs of recovery and Taxes with respect theretoCompany under clause 8.1.1, provided that under no circumstances shall the Indemnified Party be required to take any action under this paragraph that it reasonably considers would be harmful to its 8.1.2 or its Affiliates business in any material respect8.1.3 (as applicable).