Clean-Up Period Clause Samples
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Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Agreement, during the period from the date of closing (however defined) of that Permitted Acquisition to the date falling 90 days thereafter (the “Clean-up Period”), if any matter or circumstance that exists exclusively in respect of any entity which is the direct or indirect subject of the relevant Permitted Acquisition (and which matter or circumstance exists prior to or on (but not after) the date of the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or warranty, a breach of covenant or a Default (in each case, a “Clean-up Default”) then:
(i) promptly upon becoming aware of its occurrence, the Company shall notify the Facility Agent of that Clean-up Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and
(ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default.
(b) Paragraph (a) above shall not apply with respect to any Clean-up Default that:
(i) is not capable of remedy;
(ii) is capable of remedy but reasonable steps are not being taken to remedy it;
(iii) has been procured by or approved by the Company; or
(iv) could reasonably be expected to have a Material Adverse Effect.
(c) If the relevant circumstances are continuing on or after the end of the Clean-up Period, there shall be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).
(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or would cease to be a Material Subsidiary as a result of the relevant Permitted Acquisition, by operation of the definition of Material Subsidiary, shall continue to be a Material Subsidiary.
Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 8.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereof).
Clean-Up Period. Notwithstanding anything in any Loan Document to the contrary, for a period commencing on the Initial Closing Date and ending on the Clean-Up Period Termination Date, any breach of covenants, misrepresentation or other Default or Event of Default which arises with respect to the Target Group only will be deemed not to be a breach of representation or warranty, a breach of covenant, a Default or an Event of Default, as the case may be, if:
(a) it relates exclusively to the Target Group (or any obligation to procure or ensure any action in relation to the Target Group);
(b) it is capable of remedy and reasonable steps (consistent with Borrower’s level of control of the Target) are being taken to remedy it;
(c) the circumstances giving rise to it have not been procured by or approved by Borrower or any of its Subsidiaries (other than a member of the Target Group); and
(d) it is not reasonably likely to have a Material Adverse Effect; provided that, if the relevant circumstances are continuing on or after the Clean-Up Period Termination Date, there shall be a breach of representation or warranty, breach of covenant, Default or Event of Default, as the case may be, notwithstanding this Section 8.03.
Clean-Up Period. During the period beginning on the Closing Date and ending on the later of (i) 90 days from and including the Closing Date and (ii) 60 days following the discovery by a Responsible Officer of Borrower of a Target Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Period”), none of the Administrative Agent or any Lender may (x) declare that a Default or an Event of Default has occurred (and no such Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)), or (y) terminate the Commitments or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to the Relevant Obligations of the Target) (a “Target Default”); provided that:
(a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates to the Target or any of its subsidiaries (or any of their businesses, assets or liabilities), (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder of the Target pursuant to mandatory German corporate law) commercially reasonable steps are taken by the Borrower or Bidco to remedy it, (iii) could not reasonably be expected to have a Material Adverse Effect, (iv) has not been procured or approved by the Borrower or Bidco, and (v) was either not known by a Responsible Officer of the Borrower prior to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Date; and
(b) that the Administrative Agent and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration of the Clean-up Period.
Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date.
(b) Notwithstanding any other term of this Agreement, during the Clean-Up Period a breach of:
(i) any of the representations set out in Clause 19.2 (Status) to Clause 19.19 (Sanctions);
(ii) any of the following covenants:
(A) Clause 22.3 (Compliance with laws)
(B) Clause 22.5 (Negative pledge);
(C) Clause 22.6 (Disposals);
(D) Clause 22.7 (Financial Indebtedness);
(E) Clause 22.10 (Environmental matters);
(F) Clause 22.11 (Insurance);
(G) Clause 22.13 (Sanctions); and
(H) Clause 22.15 (Acquisitions),
(iii) any of the following Events of Default:
(A) Clause 23.3 (Breach of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above);
(B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above);
(C) Clause 23.5 (Cross-default);
(D) Clause 23.8 (Creditors’ process); and
(E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if:
(i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);
(ii) it is capable of being remedied and reasonable steps are being taken to remedy it;
(iii) the circumstances giving rise to it have not been procured by or approved by the Company or any other Obligor; and
(iv) it is not reasonably likely to have a Material Adverse Effect.
(c) If the relevant circumstances are outstanding on or after the end of the Clean-Up Period, there shall be a breach of representation, a breach of covenant or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).
Clean-Up Period. A clean up period shall be deemed University, not personal, time. Each employee may be permitted an appropriate length of time for a clean-up period at the end of each work shift, as necessary.
Clean-Up Period. Notwithstanding any other provision of any Finance Documents:
(a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or
(b) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if:
(i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);
(ii) it is capable of remedy and reasonable steps are being taken to remedy it;
(iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at the date of this Agreement; and
(iv) it is not reasonably likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).
Clean-Up Period. Employees shall be granted a five-minute personal clean-up period prior to the start of the lunch period and prior to the end of the workday.
Clean-Up Period. If, during the Clean-up Period, any event or circumstance with respect to any member of the Acquired Group occurs which would constitute a Default (the “Potential Event of Default”), then:
(a) the Company promptly after becoming aware shall notify the Agent of that fact in writing, giving a reasonable description of:
(i) the Potential Event of Default and its causes; and
(ii) the remedial action in relation to that Potential Event of Default which the Company and/or the Acquired Companies propose to take; and
(b) that Potential Event of Default shall not constitute a Default, and the Agent shall not with respect to that Potential Event of Default (but, for the avoidance of doubt, not so as to restrict the Agent’s rights to take such action with respect to any other Event of Default which is not a Potential Event of Default) be entitled to take any of the actions set out in Clause 26.21 (Acceleration), until (assuming that the Potential Event of Default is then continuing) the earlier of:
(i) immediately following the end of the Clean-up Period; and
(ii) the date (if any) on which a Material Adverse Effect occurs, provided that the foregoing shall not apply with respect to any Potential Event of Default under Clause 26.7 (Insolvency proceedings) to the extent such Potential Event of Default occurs in relation to a Material Subsidiary which either (A) is not capable of remedy or (B) is capable of remedy and is not remedied within 14 days of the Material Subsidiary becoming aware of the occurrence of the Potential Event of Default, whether from receipt of notification of such occurrence by the Agent or otherwise.
Clean-Up Period. During the Clean-up Period, any breach of a representation or any default which arises with respect to the Target Group shall not constitute or result in a default, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or default
(i) does not have a material adverse effect on the consolidated business, assets or financial condition of the Group taken as a whole, such that the Group taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Credit Agreement; (ii) was not knowingly procured or approved by the Credit Parties; and (iii) is capable of remedy and reasonable steps are being taken to remedy it.