Common use of Specific Limits Clause in Contracts

Specific Limits. The Covenantors shall not be liable in respect of a Tax Claim or Tax Warranty Claim to the extent that: (1) allowance, provision or reserve in respect of the matter or thing giving rise to the Tax Claim or Tax Warranty Claim has been made in the Completion Accounts; or (2) the Tax Claim or Tax Warranty Claim would not have arisen but for any increase in rates of Tax or any change in law, published practice or any withdrawal of any extra-statutory concession by a Taxation Authority, being an increase, change or withdrawal made after Completion with retrospective effect; or (3) the Tax Claim or Tax Warranty Claim would not have arisen but for a change, after the date of this Agreement, in Accounting Practices other than a change required to ensure compliance with the law or with applicable accounting practices to the relevant Group Company at Completion; or (4) the Tax Claim or Tax Warranty Claim arises or is increased as a consequence of the voluntary withdrawal or postponement by any Group Company after Completion of any valid claim for Relief made on or before Completion; or (5) the Tax Claim or Tax Warranty Claim would not have arisen but for a cessation of, or change in the nature or conduct of, any trade carried on by any Group Company, being a cessation or change occurring on or after Completion; or (6) the Tax Claim or Tax Warranty Claim arises by virtue of the average rate of tax of any Group Company increasing as a consequence of the Buyer acquiring the Shares; or (7) the Tax Claim is, or the Tax Warranty Claim relates to, a Tax Liability that has been discharged on or before Completion and such discharge has been taken into account in the Accounts; or (8) the Buyer has made recovery for the Tax Liability under any other provision of this Agreement; or (9) a Relief other than a Buyer’s Relief is available, at no cost, to any Group Company; or (10) the Tax Claim or Tax Warranty Claim would not have arisen but for a voluntary transaction or action carried out or effected by the Buyer or any Group Company at any time after Completion in circumstances where the Buyer or that Group Company was aware or should have been aware that the transaction or action in question would give rise to a Tax Liability, other than any such transaction or action: (1) carried out or effected pursuant to a legally binding commitment created on or before Completion; or (2) carried out or effected to comply with any law, regulation or the request of any Taxation Authority; or (3) carried out or effected in the ordinary course of business of the relevant Group Company; or (4) involving the payment of any stamp duty or the bringing into the relevant jurisdiction of any instrument referred to in paragraph 1.2 of this Schedule; or (5) carried out or effected at the written request of the Covenantors.