VOLUNTARY ACTS Clause Samples
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VOLUNTARY ACTS. The Sellers shall not be liable in respect of any Relevant Claim to the extent that the matter or circumstance giving rise to such Relevant Claim would not have arisen but for or its value is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Purchaser, or of any Group Company (or their respective directors, employees or agents) on or after Completion except where such act, transaction, omission or arrangement was:
(i) carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement; or
(ii) in the ordinary course of business of any Group Company as carried on at Completion; or
(iii) to comply with any applicable law or regulation in force on or before the date of this Agreement; or
(b) any requirement or obligation contained in this Agreement or any other Transaction Document; or
(c) an act or omission after the date of this Agreement at the written request or with the written consent of the Purchaser; or
(d) a cessation, or any change in the nature or conduct, of any trade carried on by the Group at Completion, being a cessation or change occurring on or after Completion; or
(e) any failure or omission by any Group Company to make any valid claim, election, surrender or disclaimer, to give any valid notice or consent or to do any other thing under the provisions of any enactment or regulation relating to Tax after Completion where the necessity of such making, giving or doing was specified in the Locked Box Accounts or the notes thereto; or
(f) any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company or any Group Company introduced or having effect after Completion (other than to the extent necessary to comply with the law or IFRS applying and in force on or prior to Completion).
VOLUNTARY ACTS. Neither the Sellers nor RAPIvD shall be liable for any Claim to the extent that:
5.1 such Claim is directly attributable to a voluntary act or omission made after the Relevant Completion by any Representative of Gemina where ▇▇▇▇▇▇ is aware, or should have been reasonably aware, that such act or omission would give rise to the relevant Claim, save that this paragraph 5.1 shall not apply where such act or omission was:
5.1.1 in the ordinary course of business; or
5.1.2 pursuant to an obligation imposed by any law, regulation or requirement having the force of law; or
5.1.3 at the request or with the written approval of the Sellers or in accordance with the terms of this Agreement; and/or
5.2 such Claim is directly attributable to any voluntary act or omission made before Completion at the request of Gemina.
VOLUNTARY ACTS. The Sellers shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Sellers’ liability pursuant to such Claim is increased as a result of: [***]
VOLUNTARY ACTS. Both Executive and Employer acknowledge that each has carefully read this Agreement and knowingly and voluntarily agree to execute it.
VOLUNTARY ACTS. The Warrantors shall not be liable in respect of any Claim to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Warrantors’ liability pursuant to such Claim is increased as a result of:
9.1 any voluntary act, omission, transaction or arrangement of the Buyer or the Company (or its directors, employees or agents in each case other than the Warrantors themselves) on or after Completion except where such act, transaction, omission or arrangement was:
9.1.1 carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement; or
9.1.2 in the ordinary course of business of the Company as carried on at Completion; or
9.2 any voluntary act, omission, transaction or arrangement carried out at the request or with the consent of the Buyer before Completion; or
9.3 any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company introduced or having effect after Completion (other than to the extent necessary to comply with the law or UK GAAP applying and in force on or prior to Completion).
VOLUNTARY ACTS. 13.1 The Sellers shall not be liable in respect of any Claim (other than a Tax Claim) to the extent that the matter or circumstance giving rise to such Claim arises, occurs or is otherwise attributable to, or the Sellers’ liability pursuant to such Claim is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Buyer, the Target Company or any of the Target Subsidiaries (or their respective directors, employees or agents) on or after Completion except where such act, transaction, omission or arrangement was:
(i) carried out or effected pursuant to a legally binding obligation entered into on or before the date of this agreement; or
(ii) in the ordinary course of business of the Target Company or the Target Subsidiaries as carried on at Completion; or
(b) any voluntary act, omission, transaction or arrangement carried out at the request or with the consent of the Buyer before Completion; or
(c) any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Target Company and the Target Subsidiaries compared to those used prior to Completion (other than a change made in order to comply with UK GAAP).
VOLUNTARY ACTS. 9.1 The Sellers shall not be liable in respect of any Claim or Fundamental Claim to the extent that the matter or circumstance giving rise to such Claim or Fundamental Claim arises, occurs or is otherwise attributable to, or the Sellers’ liability pursuant to such Claim or Fundamental Claim is increased as a result of:
(a) any voluntary act, omission, transaction or arrangement of the Buyer, the Company (or their respective directors, employees or agents) on or after Completion
(b) any change after Completion in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company compared to those used prior to Completion other than a change required to correct an accounting policy or practice of the Company prior to Completion which did not comply with the Companies ▇▇▇ ▇▇▇▇ or generally accepted accounting principles in force in the United Kingdom at the relevant time prior to Completion.
9.2 The Sellers shall not be liable in respect of any Claim or Fundamental Claim to the extent that the liability pursuant to such Claim or Fundamental Claim comprises penalties, charges or interest arising directly from any default of the Buyer or the Company after Completion.
VOLUNTARY ACTS. The Sellers shall not be liable for any Claim (or such liability shall be reduced) if and to the extent that the fact, matter, event or circumstance giving rise to such Claim would not have arisen or occurred but for a voluntary act or omission done, made or carried out by a Group Company on or after Completion which:
VOLUNTARY ACTS. PLAINTIFFS HEREBY ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, THAT THEY HAVE BEEN ADVISED AND ENCOURAGED TO CONSULT WITH AN ATTORNEY OF THEIR CHOOSING, IF DESIRED, HAVE RECEIVED ALL THE ADVICE THEY DEEMS NECESSARY CONCERNING THIS AGREEMENT, AND THAT THEY HAVE CHOSEN TO ENTER INTO THIS AGREEMENT FREELY, KNOWINGLY, AND VOLUNTARILY.
VOLUNTARY ACTS. The Sellers shall not be liable for any claim under the General Warranties (other than the Tax Warranties) arising or increased directly as a result of any voluntary act, transaction or arrangement by the Company (including, but not limited to, a change to accounting bases, policies, practices or methods applied of any member of the Purchaser’s Group after the date of this Agreement,) save to the extent such act was required under contractual commitments incurred prior to Completion or was carried out in the ordinary course of business as carried out at Completion.
4.1 If, in respect of any matter which would give rise or has given rise to a Claim, the Company is entitled to claim under any policy of insurance which was in place as at Completion, the amount received in respect of such claim shall reduce to the extent that there is an actual recovery under such policy and the Purchaser and the relevant members of the Company shall use their reasonable endeavours to recover from their respective insurers all such claims provided always that the Company shall not be obliged to pursue any insurer before bringing a Claim against the Warrantor.
4.2 The Purchaser shall, at all reasonable times, make available to the Warrantors so far as it is reasonably able and to the extent doing so will not result in the Purchaser or the Company incurring any material disruption or cost or losing legal professional privilege, all information and documents relating to a Claim and reasonable access on reasonable notice to the personnel of the Purchaser and/or the Company and to relevant premises, accounts, documents and records within the power, possession and control of the Purchaser and/or the Company to enable the Warrantor and his professional advisers to interview such personnel and to consider such premises, accounts, documents and records in respect of any Claim.