Common use of Acts of Purchaser Clause in Contracts

Acts of Purchaser. 8.1 The Parent shall not be liable in respect of a Warranty Claim to the extent such liability is attributable to: (a) any act, omission or transaction carried out on or after Completion by or at the request of or with the consent of the Purchaser or any of its Affiliates; (b) any cessation of, or any material change in, the nature or conduct of any business carried on by the Purchaser or the Target, occurring on and/or after Completion (other than as a means of mitigating a Loss); (c) the making of a claim, election, surrender or disclaimer or the giving of a notice or consent after Completion by the Purchaser or any member of the Enlarged Group or any other person connected with any of them (unless any provision or reserve for Taxation in the Accounts is computed on the basis that such action will be taken); (d) anything expressly provided to be done or omitted to be done pursuant to this Agreement or any other Transaction Document; or (e) anything done before Completion at the request of the Purchaser or any of its then Affiliates. 8.2 The Parent shall not be liable in respect of a Warranty Claim under Tax Warranties to the extent such liability is attributable to or is increased as a result of a voluntary act, transaction or omission carried out by the Purchaser, the Target or entity connected with the Purchaser after Completion being an act which: (a) is not in the ordinary course of business of the Target as such business was conducted at Completion; and (b) the Target was not legally committed to do under a commitment that existed on or before Completion.