Common use of General Limits Clause in Contracts

General Limits. 3.1 The Vendors shall not be liable for any claim in respect of tort (including negligence) or any other non-contractual claim, howsoever arising, pursuant to or in connection with this Agreement or the Tax Deed of Covenant. 3.2 Each provision of this Schedule 6 shall be read and construed without prejudice to each of the other provisions of this Schedule 6. 3.3 No Vendor is liable in respect of a Claim (other than a Claim under the Tax Warranties): (a) to the extent that the matter giving rise to the Claim would not have arisen but for the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Agreement 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 Agreement; (b) to the extent that the matter giving rise to the Claim arises wholly or partially from an event, transaction, action or omission before or after Completion by, or at the request or direction of, or with the written consent of, a member of the Purchaser’s Group (which for these purposes includes the Group Companies only after Completion) or any director, employee, authorised agent or adviser of a member of the Purchaser’s Group; (c) to the extent that the matter giving rise to the Claim is an amount for which any Group Company has a right of recovery against, or an indemnity from, a person other than the Vendors, whether under a provision of applicable law, insurance policy or otherwise howsoever or would have had that right or indemnity but for a change in law or the terms of its insurance after Completion; (d) to the extent that the matter giving rise to the Claim was specifically provided for in computing the amount of an allowance, provision or reserve in the Accounts or the Net Working Capital Statement or Net Cash Statement or was specifically included in the Accounts or the Net Working Capital Statement or Net Cash Statement or in the notes to the Accounts or the Net Working Capital Statement or Net Cash Statement or in accordance with generally accepted accounting principles has not been so taken account of or referred to; or (e) to the extent that the Purchaser’s Deal Team is actually aware as at the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the Claim and is aware that such fact, matter, event or circumstance amounts, or is very likely to amount, to a Claim.