Common use of Clean-Up Period Clause in Contracts

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 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 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 ARTICLE 2 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 8.0516.4) 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 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 Canadian 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 16.2 hereof).

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 thirty (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 Holdings or 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. (a) Notwithstanding anything to the contrary set forth herein or in this Agreement or any other Loan Document, during the period commencing on Clean-Up Period, the closing date occurrence of any Permitted Acquisition breach of a representation, covenant 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 an Event of Default, Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default (Default, as the case may be) , if (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such 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 Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line Event of business or division); Default; (ii) it does not have and 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 likely to have a Material Adverse Effect. If ; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the date immediately following the end expiry of the Clean 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 hereofAgents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document(including Section 7.01(c)), during the period commencing on from and including the closing date of any Permitted Acquisition or Investment Term Funding Date and ending on the date that is 30 days thereafter after the Term Funding Date (the “Clean Up Clean-up Period”) (a) any breach or default of ), if any representation or warranty under Article V (other than the Specified Representations) made by the Company in the Loan Documents or in any other Loan Document certificate or a covenant under writing furnished pursuant to this Agreement (other than any certificate furnished pursuant to Section 4.02(f) or 4.02(g)) shall prove to have been incorrect when made solely by reason of any other Loan Document or (b) any Event of Defaultcircumstance relating to the Cavium Business, will be deemed not to be a such breach of such representation or warranty shall not constitute a Default or covenant or an Event of Default (as the case may beother than for purposes of Section 4.03 or 5.02(a)) if (i) it would have been (if it were not and 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) so long as the circumstances giving rise to it such breach of such representation or warranty (a) are capable of being remedied within the Clean-Up Period and the Company and the Subsidiaries are taking appropriate steps to remedy such breach, (b) do not have not been procured by or approved by the Borrower; and (iv) it would not reasonably be expected to have a Material Adverse EffectEffect and (c) were not procured by or approved by the Company or any of the Subsidiaries (other than the Cavium Business). If the relevant circumstances are continuing on or after the date immediately following the end expiration of the Clean Up Clean-up Period, there shall be a the breach of such representation or warranty, breach if otherwise constituting a Default or an Event of covenant Default, shall then constitute a Default or an Event of Default, as the case may be, notwithstanding the above immediately preceding sentence (and without prejudice to the rights and remedies of the Agents and the Lenders as hereunder). For the avoidance of doubt, nothing in this Section 7.02 shall affect the conditions precedent set forth in Section 8.02 hereof)Article IV.

Clean-Up Period. (a) Notwithstanding anything to the contrary set forth herein or in this Agreement or any other Loan Document, during the period commencing on Clean-Up Period, the closing date occurrence of any Permitted Acquisition breach of a representation, covenant 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 an Event of Default, Default (other than an Event of Default set out in Section ‎9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default (Default, as the case may be) , if (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such 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 Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line Event of business or division); Default; (ii) it does not have and 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 likely to have a Material Adverse Effect. If ; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section ‎‎9.6(a), if the relevant circumstances are continuing on or after the date immediately following the end expiry of the Clean 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 hereofAgents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section ‎9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section ‎5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section ‎9.6(a).

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) Notwithstanding any other provision of any Finance Document: (i) any breach or default of any representation or warranty under Article V or any other Loan Document a Clean-Up Representation or a covenant under this Agreement or any other Loan Document or Clean-Up Undertaking; or (bii) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty or covenant warranty, a breach of covenant, a Default or an Event of Default (as the case may be) if with respect to any member of the Target Group (ior, in the case of a Permitted Acquisition, any entity directly or indirectly acquired through such Permitted Acquisition) if: (A) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of 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 Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) (or, in the case of a Permitted Acquisition, any entity directly or indirectly acquired through such target, target group Permitted Acquisition (or the property and assets any obligation to procure or business unit, line of business ensure in relation to any entity directly or divisionindirectly acquired through such Permitted Acquisition); ); (iiB) it is capable of remedy on or before the Clean-Up Date and reasonable steps are being taken to remedy it; ; (iiiC) the circumstances giving rise to it have not been procured by or approved by the BorrowerParent, Borrower or any Group Member; and and (ivD) it would is not reasonably be expected likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Clean-Up PeriodDate, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties). (b) If, on or before the Clean-Up Date, any event or circumstance has occurred or events with respect to any member of the Target Group (or, in the case of a Permitted Acquisition, any entity directly or indirectly acquired through such Permitted Acquisition) which would constitute a Clean-Up Default have occurred, as soon as reasonably practicable after becoming aware of its occurrence or existence, the Borrower shall notify the Agent of that Clean-Up Default and the related event or circumstance (and the steps, if any, being taken to remedy it).

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) Notwithstanding any other provision of any Finance Document: (i) 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 Clean-Up Representation; or (bii) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty or warranty, a breach of covenant or an Event of Default (as the case may be) if if: (iA) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of 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 Target Group (or any obligation to procure or ensure in relation to such target, a member of the Target Group) (in the case of the Acquisition) or relevant target group and its Subsidiaries (or any obligation to procure or ensure in relation to a relevant target and its Subsidiaries) (in the property and assets or business unit, line case of business or divisiona Permitted Acquisition falling with paragraph (f) of that definition); ; (iiB) it is capable of remedy and reasonable steps are being taken to remedy it; ; (iiiC) the circumstances giving rise to it have not been procured by or approved by the BorrowerParent or the Company (in the case of the Acquisition) or any member of the Group (in the case of a Permitted Acquisition falling within paragraph (f) of that definition); and and (ivD) it would is not reasonably be expected likely to have a Material Adverse Effect. . (b) If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Periodrelevant Clean-up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).

Clean-Up Period. Notwithstanding anything to any other term of the contrary in Finance Documents, for the period from the date of this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on until the date 30 which falls 120 days thereafter after the Closing Date (the “Clean Up Clean-up Period”) (a) ), any breach or default of any a representation or warranty under Article V warranty, breach of an undertaking, Default or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of DefaultDefault in each case under any of the Finance Documents, will be deemed not to be a breach of representation or warranty or covenant warranty, a breach of undertaking, Default 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) extent the circumstances giving rise to it the relevant breach of representation or warranty or breach of undertaking, Default or Event of Default relate to the ▇▇▇▇▇▇▇▇▇ Group and: (a) are capable of being cured or remedied; (b) all reasonable endeavours are being used to remedy or cure the same; (c) have not been procured by or approved by a member of the BorrowerMelrose Group or, after the ▇▇▇▇▇▇▇▇▇ Accession Date, a member of the ▇▇▇▇▇▇▇▇▇ Group; and and (ivd) it would could not reasonably be expected to have a Material Adverse Effect. If , and provided that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean Clean-Up Period, Period there shall be a breach of representation or warranty, breach of covenant or undertaking and/or Event of Default, as the case may be. If, notwithstanding on or before the above end of the Clean-Up Period, any event or circumstance has occurred or events with respect to any member of the ▇▇▇▇▇▇▇▇▇ Group which would constitute a breach of a representation or warranty, breach of an undertaking or Event of Default have occurred, promptly upon becoming aware of its occurrence or existence, the Company shall notify the Agent of such event or circumstance (and without prejudice the steps, if any, being taken to the rights remedy it). This Clause 24.21 does not apply to an Event of Default which relates to Clause 24.2 (Non-payment), Clause 24.7 (Insolvency) and remedies of the Lenders as set forth in Section 8.02 hereofClause 24.9 (United States Bankruptcy).

Clean-Up Period. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentset forth herein, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on the date 30 days thereafter (the “Clean Clean-Up Period”) (a) , any breach or default of any a representation or warranty under Article V that would otherwise constitute a Default or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, Default will be deemed not to be constitute a breach of representation Default or warranty or covenant or an Event of Default (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 applicable, by reason of circumstances any matter or circumstance relating exclusively to the targetTarget and its Subsidiaries if, the target group or the property and assets of another Person or assets constituting a business unitfor so long as, 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 the relevant breach of representation or warranty: (i) are capable of being remedied within the Clean-Up Period and the Borrower and its Subsidiaries are taking appropriate steps to remedy such breach; (ii) do not have and are not been reasonably likely to have a Company Material Adverse Effect (as defined in the Acquisition Agreement) on the Target and its Subsidiaries, taken as a whole; and (iii) were not procured by or approved by the BorrowerBorrower or any of its Subsidiaries immediately prior to the Closing Date; and provided that promptly after a Responsible Officer of the Borrower has obtained knowledge thereof, the Borrower shall notify the Administrative Agent of any such Default or Event of Default. (ivb) it would not reasonably be expected to have a Material Adverse Effect. If Notwithstanding Section 8.04(a), if the relevant circumstances are continuing on or after the date immediately following the end expiry of the Clean Clean-Up Period, there shall be a breach of the applicable 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 Administrative Agent and the Lenders as set forth in Section 8.02 hereofpursuant to this Agreement).

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 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 ARTICLE 2 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 8.0515.4) 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 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 Canadian 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 15.2 hereof).. ​

Clean-Up Period. Notwithstanding anything to the contrary in any other term of this Agreement or any other Loan Finance Document, during the period commencing on (the closing date “Clean-up Period”) commencing, in respect of any Permitted Acquisition or Investment and ending the Acquisition, on the date 30 on which the Acquisition completed and expiring ninety (90) days thereafter after (and excluding) such date and, in respect of any acquisition or other investment permitted by the terms of this Agreement (an “Clean Up PeriodInvestment”) made after the Closing Date, from the date of closing of that acquisition or investment to the date falling ninety (a90) days thereafter: (i) any breach or default of any representation or warranty under Article V or any other Loan Document a Clean-Up Representation or a covenant under this Agreement or any other Loan Document or Clean-Up Undertaking; or (bj) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty or in any material respect, a breach of covenant or an Event of Default (as the case may be) if if: (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or in any material respect, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to the targetTarget Group (or any obligation to procure or ensure in relation to a member of the Target Group) (in the case of the Acquisition) or any person, undertaking or business which is the target group direct or indirect subject of the property and assets of another Person relevant acquisition or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or Investment investment (or any obligation to procure or ensure in relation to such targetperson, target group undertaking or the property and assets or business unit, line of business or divisionbusiness); ; (ii) it is capable of remedy and and, if the Parent is aware of the relevant circumstances at the time, reasonable steps are being taken to remedy it; ; (iii) the circumstances giving rise to it have not been procured by or approved by the BorrowerOriginal Obligors in the case of the Acquisition or, (in the case of any Investment, the Parent or any member of the Group provided that knowledge of the breach of representation or warranty, breach of covenant or Event of Default does not equate to procurement or approval by that person; and and (iv) it would could 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 Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, Default as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).