Common use of Restrictions on claims Clause in Contracts

Restrictions on claims. No relevant claim may be made and none of the Covenantors shall be liable under or in respect of the Warranties and/or under the Indemnities:- (a) if it would not have arisen but for some act, omission, transaction or arrangement carried out after Completion (otherwise than in the ordinary course of business or pursuant to a legally binding commitment binding on the Company or any Subsidiary in force on Completion) and which the Offeror was or should reasonably have been aware would give rise to the claim in question by or on behalf of all or any of the Offeror, the Company any Subsidiary or any holding company from time to time of any of them or any Subsidiary from time to time thereof and their respective successors in title; (b) if the fact, event or circumstance giving rise to the breach or claim or otherwise relevant thereto is disclosed in the Offer Document and this Deed (including the Schedules and any Appendices thereto) or in any document in agreed terms or, in relation to any breach of Warranty only, the Disclosure Letter; (c) to the extent that provision or allowance is made in the Completion Accounts and Schedule of Liabilities in respect of the matter to which the liability relates or that payment or discharge thereof is or has been taken into account therein; and (d) to the extent of any insurance recovered by the claimant in respect of the claim being brought. The Offeror shall procure that the Company and the Subsidiaries maintain Professional Indemnity insurance cover with substantially similar coverage as the insurance in place during the 1997 financial year provided such insurance cover is commercially available with equivalent scope and breadth (including coverage of prior acts and omissions up until Completion) and amount as had been in place at Completion, provided that the Offeror shall not be obliged to procure such insurance at a cost of more than 125% of the cost for the financial year commencing 1 May 1997. - 71 - 74

Restrictions on claims. No relevant claim may be made (a) Purchaser acknowledges to and none of the Covenantors shall agrees with Vendor that Vendor will not be liable for, and Purchaser will not make or advance, any Claim (other than a Tax Claim) under this Agreement or in respect of the Warranties and/or under transactions contemplated hereby to the Indemnities:-extent that the Claim is based on or arises from: (i) any fact, matter, circumstance or event which is disclosed herein or in any Material Contract that is listed, described or referred to on Schedule 4.14(a), (ii) any fact, matter, circumstance or event, which, as of the date hereof, to the actual knowledge of the individuals named in Clause (a) if it of Part 2 of Schedule 1.3, (i) constituted a breach of any of Vendor’s representations or warranties, or (ii) was a material error in, or material omission from, the Schedules or other disclosure made in writing to Purchaser by Vendor for purposes of this Agreement, and which Purchaser failed to disclose to Vendor prior to the date hereof, (iii) any fact, matter, circumstance or event for which and to the extent that an adequate provision therefor has been made in the Financial Statements or Working Capital Statement, (iv) any fact, matter, circumstance or event which is, or is the basis for, a Permitted Encumbrance, (v) any breach of this Agreement which would not have arisen occurred but for some the retrospective application of any change in Applicable Law or Environmental Law enacted subsequent to the date hereof, provided that the foregoing shall not relieve Vendor or any of the Purchased Entities from complying with Applicable Law or Environmental Law, or (vi) any act, omission, transaction or arrangement carried out after Completion (otherwise than in the ordinary course or matter by, of business or pursuant to a legally binding commitment binding on the Company or any Subsidiary in force on Completion) and which the Offeror was or should reasonably have been aware would give rise to the claim in question by or on behalf of all of, or in relation to Purchaser or any of the OfferorPurchased Entities on or after the Closing Date, or (vii) anything done or not done with Purchaser’s written consent (including by email) after the Company any Subsidiary or any holding company from time to time of any of them or any Subsidiary from time to time thereof and their respective successors in title;date hereof. (b) if Subject to Article 11 in respect of Taxes and Tax Claims, any and all Claims under this Agreement or otherwise in respect of the facttransactions contemplated hereby shall only be made, event or circumstance giving rise and any and all remedies related thereto shall only be available, under, in accordance with and subject to the breach or claim or otherwise relevant thereto is disclosed in the Offer Document provisions of Article 10 and this Deed (including the Schedules and any Appendices thereto) or in any document in agreed terms or, in relation to any breach of Warranty only, the Disclosure Letter;Article 12. (c) All disclosures in this Agreement (including in the Schedules to this Agreement), are to be taken as relating to each of Vendor’s representations, warranties, covenants and agreements in this Agreement to the extent that provision or allowance the relationship is made reasonably apparent, and to Vendor’s indemnities provided in the Completion Accounts and Schedule of Liabilities in respect of the matter to which the liability relates or that payment or discharge thereof is or has been taken into account therein; and (d) to the extent of any insurance recovered by the claimant in respect of the claim being brought. The Offeror shall procure that the Company and the Subsidiaries maintain Professional Indemnity insurance cover with substantially similar coverage as the insurance in place during the 1997 financial year provided such insurance cover is commercially available with equivalent scope and breadth (including coverage of prior acts and omissions up until Completion) and amount as had been in place at Completion, provided that the Offeror shall not be obliged to procure such insurance at a cost of more than 125% of the cost for the financial year commencing 1 May 1997. - 71 - 74this Agreement.