Common use of Other Limits Clause in Contracts

Other Limits. The Seller is not liable to make any payment (whether by way of damages or otherwise) for any Breach or any other breach of this Agreement: (a) to the extent that: (i) the Breach or any other breach of this Agreement; or (ii) any Loss arising in connection with any Breach or any other breach of this Agreement, has arisen as a result of any act or omission after Completion by or on behalf of any member of the Purchaser Group (including the Company) or their respective officers, employees or agents, otherwise than (A) where this is required by applicable law; or (B) in the ordinary course of the Company's business as carried on as at the Completion Date; or (C) in accordance with a legally binding obligation entered into by the Company on or before Completion (except where that obligation was created at the request of the Purchaser); (b) to the extent that the breach, or any Loss arising in connection with any breach, has arisen directly as a result of: (i) the Purchaser failing to procure any legally necessary prior consent of a third party to the change of control of the Company; or (ii) the legal ownership structure of the Purchaser or other members of the Purchaser Group (as the case may be); (c) to the extent that the breach, or any Loss arising in connection with any breach, has arisen as a result of any act or omission by or on behalf of the Seller: (i) that is required or permitted by any provision of this Agreement; or (ii) at the request, or with the agreement of the Purchaser; (d) to the extent that the breach, or any Loss arising in connection with any breach, has been remedied without cost to the Purchaser; or (e) to the extent that the breach, or any Loss arising in connection with any breach, would not have arisen but for any restructure or change in ownership of any member of the Purchaser Group after Completion or any change in the accounting policies of any member of the Purchaser after Completion.