Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. During the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, and (iv) does not relate to: 1. defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.

Clean-Up Period. During (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 or the Additional Acquisition that Clean-up Period Default shall not constitute a Default. (as applicable), any breach of a representation or an undertaking or any Default which solely arises b) Paragraph (a) above shall not apply with respect to (in the case of the any Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default that: (i) is not capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period remedy; (as applicableii) and is capable of remedy but reasonable steps are not being taken to cure it and further remedy it; (iiiii) does not has been procured by or approved by the Company; or (iv) could reasonably be expected to have a Material Adverse Effect and was not procured Effect. (c) If the relevant circumstances are continuing on or approved by an Obligor, (iii) does not exist at after the end of the Clean-up Period Period, there shall be a breach of representation or warranty, breach of covenant or Default, as the Additional Acquisition case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties). (d) If a Clean-up PeriodDefault 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 applicablea result of the relevant Permitted Acquisition, and (iv) does not relate to: 1by operation of the definition of Material Subsidiary, shall continue to be a Material Subsidiary. defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.​ ​

Clean-Up Period. During (a) In this Clause 29.12, Clean-Up Period means the period from the Closing Date to the date falling 180 days after the Closing Date. (b) If, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable)Up Period, any breach of a representation event or an undertaking circumstance occurs or any Default which exists solely arises with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 29.3 (Breach of other obligations) for failure to comply with Clause 27.7 (Subsidiary indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in the case of paragraph (c) below, during the Clean-up Up Period) , no Finance Party shall be entitled to take any Target Group Member or (in the case of the Additional Acquisition Clean-up Periodactions or to give any notice referred to in Clause 29.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, Paragraph (b)(ii) shall not constitute an Event of Default or allow acceleration, provided that such breach or default apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Closing Date; (ii) the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 29.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 29.6 (Insolvency), 29.7 (Creditors’ process) or 29.9 (Security enforceable) have occurred; (iv) the Default is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and remedy but reasonable steps are not being taken to cure remedy it and further or the event or circumstance giving rise to the Event of Default; or (iiv) does not the Default would reasonably be expected to have a Material Adverse Effect and was not procured Effect. (d) If the relevant event or approved by an Obligor, (iii) does not exist at circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-up Period or the Additional Acquisition Clean-up Up Period, as applicable, and nothing in this Clause 29.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 29.11 (iv) does not relate to: 1. defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityAcceleration), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) or from taking any other action which it is entitled to take under the Merger Finance Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership with respect to that Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault.

Clean-Up Period. During the Clean-up Period or the Additional Acquisition Clean-up Period Notwithstanding any other provision of any Finance Document: (as applicable), a) any breach of a representation under Clause 21 (Representations) or an undertaking under Clauses 22 (Information Undertakings) or 24 (General Undertakings); or (b) any Default which solely arises with respect or Event of Default, other than a Non‑Clean‑Up Default, will be deemed not to (in the case be a breach of the Clean-up Period) any Target Group Member representation or (in the case warranty, a breach of the Additional Acquisition Clean-up Period) an undertaking, a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted AcquisitionDefault, shall not constitute an Event of Default or allow acceleration, provided that such breach or default a reason for any Lender not to comply with its obligations under Clause 5.4 (Lenders’ participation) (as the case may be) during the relevant Clean‑Up Period if: (i) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of an undertaking, a Default or an Event of Default only by reason of circumstances or matters relating exclusively to a person, business or undertaking which is the subject of a Permitted Acquisition (including, for the avoidance of doubt, the Acquisition) (or any obligation for any member of the Group to procure or ensure in relation to any person, business or undertaking which is the subject of a Permitted Acquisition (including, for the avoidance of doubt, the Acquisition)); (ii) it is capable of being remedied within remedy and, if the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and Parent is aware of it, reasonable steps are being going to be taken to cure remedy it; (iii) the circumstances giving rise to it and further have not been procured by or approved by the Parent or an Obligor; (iiiv) it does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, and (iv) does not relate to:Effect; and 1. defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change the circumstances giving rise to it do not exist after the Clean‑Up Date. If the relevant breach or circumstances are continuing on or after the Clean‑Up Date, there shall be a breach of ownership; 2. breaches representation or warranty, breach of undertakings relating covenant or Event of Default or Default, as the case may be notwithstanding the above (and without prejudice to (i) authorisations (for the Facilityrights and remedies of the Finance Parties), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any member of the Target Group would constitute: (i) a breach of a representation or warranty made in Clause 17 (Representations); or (ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or (iii) a Default or an Event of Default, (a “Relevant Default”) then: (A) promptly upon becoming aware of its occurrence, the Company shall notify the PIK Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the PIK Facility Agent shall not be entitled to give any notice under Clause 21.17 (Acceleration) with respect to that such breach or default Relevant Default until (iif that Relevant Default is then continuing) is capable of being remedied within the Clean-up Period or earlier of: (iv) the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or Period; and (v) the Additional Acquisition Clean-up Period, date (if any) on which a Material Adverse Effect occurs as applicable, and a result of that Relevant Default. (ivb) does Paragraph (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) insolvency and insolvency related events, the Relevant Default has been procured by or approved by the Company or Bidco. (ivc) unlawfulness/invalidity/repudiation For the avoidance of Finance Documents and doubt subject to Clause 4.2 (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityCertain Funds), paragraph (iia)(B) ranking, above shall not restrict the PIK Facility Agent’s right to give any notice under Clause 21.17 (iiiAcceleration) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency with respect to any Default or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault which is not a Relevant Default.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date (the “Clean-up Period”), if any matter or circumstance that exists in respect of any member of the Target Group would constitute: (i) a breach of a representation or warranty made in Clause 17 (Representations); or (ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or (iii) a Default or an Event of Default, (a “Relevant Default”) then: (A) promptly upon becoming aware of its occurrence, the Company shall notify the PIK Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the PIK Facility Agent shall not be entitled to give any notice under Section 6.02 of Schedule 9 (Acceleration) with respect to that such breach or default Relevant Default until (iif that Relevant Default is then continuing) is capable of being remedied within the Clean-up Period or earlier of: (iv) the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or Period; and (v) the Additional Acquisition Clean-up Period, date (if any) on which a Material Adverse Effect occurs as applicable, and a result of that Relevant Default. (ivb) does Paragraph (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) insolvency and insolvency related events, the Relevant Default has been procured by or approved by the Company or Bidco. (ivc) unlawfulness/invalidity/repudiation For the avoidance of Finance Documents and doubt subject to Clause 4.2 (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityCertain Funds), paragraph (iia)(B) ranking, above shall not restrict the PIK Facility Agent’s right to give any notice under Section 6.02 of Schedule 9 (iiiAcceleration) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency with respect to any Default or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault which is not a Relevant Default.

Clean-Up Period. During (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date. (b) If, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable)Up Period, any breach of a representation event or an undertaking circumstance occurs or any Default which exists solely arises with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in the case of paragraph (c) below, during the Clean-up Up Period) , no Finance Party shall be entitled to take any Target Group Member or (in the case of the Additional Acquisition Clean-up Periodactions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, Paragraph (b)(ii) shall not constitute an Event of Default or allow acceleration, provided that such breach or default apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date; (ii) the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred; (iv) the Default is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and remedy but reasonable steps are not being taken to cure remedy it and further or the event or circumstance giving rise to the Event of Default; or (iiv) does not the Default would reasonably be expected to have a Material Adverse Effect and was not procured Effect. (d) If the relevant event or approved by an Obligor, (iii) does not exist at circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-up Period or the Additional Acquisition Clean-up Up Period, as applicable, and nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (iv) does not relate to: 1. defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityAcceleration), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) or from taking any other action which it is entitled to take under the Merger Finance Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership with respect to that Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault.

Clean-Up Period. During (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 or the Additional Acquisition that Clean-up Period Default shall not constitute a Default. (as applicable), any breach of a representation or an undertaking or any Default which solely arises b) Paragraph (a) above shall not apply with respect to (in the case of the any Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default that: (i) is not capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period remedy; (as applicableii) and is capable of remedy but reasonable steps are not being taken to cure it and further remedy it; ​ ​ ​ (iiiii) does not has been procured by or approved by the Company; or (iv) could reasonably be expected to have a Material Adverse Effect and was not procured Effect. (c) If the relevant circumstances are continuing on or approved by an Obligor, (iii) does not exist at after the end of the Clean-up Period Period, there shall be a breach of representation or warranty, breach of covenant or Default, as the Additional Acquisition case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties). (d) If a Clean-up PeriodDefault 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 applicablea result of the relevant Permitted Acquisition, and (iv) does not relate to: 1. defaults relating by operation of the definition of Material Subsidiary, shall continue to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documentsbe a Material Subsidiary.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any member of the Target Group would constitute: (i) a breach of a representation or warranty made in Clause 17 (Representations); or (ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or (iii) a Default or an Event of Default, (a "Relevant Default") then: (A) promptly upon becoming aware of its occurrence, the Company shall notify the PIK Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the PIK Facility Agent shall not be entitled to give any notice under Clause 21.17 (Acceleration) with respect to that such breach or default Relevant Default until (iif that Relevant Default is then continuing) is capable of being remedied within the Clean-up Period or earlier of: (iv) the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or Period; and (v) the Additional Acquisition Clean-up Period, date (if any) on which a Material Adverse Effect occurs as applicable, and a result of that Relevant Default. (ivb) does Paragraph (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) insolvency and insolvency related events, the Relevant Default has been procured by or approved by the Company or Bidco. (ivc) unlawfulness/invalidity/repudiation For the avoidance of Finance Documents and doubt subject to Clause 4.2 (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityCertain Funds), paragraph (iia)(B) ranking, above shall not restrict the PIK Facility Agent's right to give any notice under Clause 21.17 (iiiAcceleration) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency with respect to any Default or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault which is not a Relevant Default.

Clean-Up Period. During the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have and would not reasonably be expected to have a Material Adverse Effect and was not procured or approved by an a Transaction Obligor, (iii) does not exist at the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, and (iv) does not relate to: 1. defaults relating to (i) Financial Covenants, (ii) breach of undertakings listed in 2 below, (iiiii) misrepresentation for representations listed in 3 below, (iiiiv) insolvency and insolvency related events, (ivv) unlawfulness/invalidity/repudiation of Finance Documents and (vvi) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- anti-money laundering, anti-corruption and anti-terrorismterrorism , (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorismanti- terrorism , (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 90 days after the Closing Date (the “Clean-up Period”), if any matter or circumstance that exists in respect of the Company or any of its Subsidiaries would constitute (i) a breach of a representation or warranty made in Section 8; or (ii) a breach of an undertaking in Section 9 or Section 10; or (iii) a Default or an Event of Default, (a “Relevant Default”) then: (A) promptly upon becoming aware of its occurrence, the Company shall notify the Administrative Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to clause (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the Administrative Agent shall not be entitled to take any action under Section 11.1 with respect to that such breach or default Relevant Default until (iif that Relevant Default is then continuing) is capable the earlier of being remedied within (1) the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, ; and (iv2) does the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Clause (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, the Relevant Default is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Administrative Agent giving notice to the Company or the Company becoming aware of the occurrence of that Relevant Default; or (iii) insolvency and insolvency related eventsthe Relevant Default has been procured by or approved by the Company or Holdings. (c) For the avoidance of doubt, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security DocumentsSection 7.3, clause (xiia)(B) Merger Documents and (xiii) above shall not restrict the Shareholder DocumentsAdministrative Agent’s right to take any action under Section 11.1 with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any member of the Target Group would constitute: (i) a breach of a representation or warranty made in Clause 22 (Representations); or (ii) a breach of an undertaking in Clause 23 (Information undertakings) or Clause 25 (General undertakings); or (iii) a Default or an Event of Default, (a “Relevant Default”) then: (A) promptly upon becoming aware of its occurrence, the Company shall notify the Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the Facility Agent shall not be entitled to give any notice under Clause 26.18 (Acceleration) with respect to that such breach or default Relevant Default until (if that Relevant Default is then continuing) the earlier of: (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or Period; and (ii) the Additional Acquisition Clean-up Period, date (if any) on which a Material Adverse Effect occurs as applicable, and a result of that Relevant Default. (ivb) does Paragraph (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) insolvency and insolvency related eventsthe Relevant Default has been procured by or approved by the Company or Bidco. (c) For the avoidance of doubt, subject to Clause 4.3 (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityCertain Funds), paragraph (iia)(B) ranking, above shall not restrict the Facility Agent’s right to give any notice under Clause 26.18 (iiiAcceleration) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency with respect to any Default or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault which is not a Relevant Default.

Clean-Up Period. During the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have and would not reasonably be expected to have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, and (iv) does not relate to: 1. defaults relating to (i) Financial Covenants, (ii) breach of undertakings listed in 2 below, (iiiii) misrepresentation for representations listed in 3 below, (iiiiv) insolvency and insolvency related events, (ivv) unlawfulness/invalidity/repudiation of Finance Documents and (vvi) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorismterrorism , (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.

Clean-Up Period. During (a) Notwithstanding any other terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any member of the Target Group would constitute: (i) a breach of a representation or warranty made in Clause 17 (Representations); or (ii) a breach of an undertaking in Clause 18 (Information undertakings) or Clause 20 (General undertakings); or (iii) a Default or an Event of Default, (a “Relevant Default”) then: (A) promptly upon becoming aware of its occurrence, the Borrower shall notify the Bridge Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any that Relevant Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute a Default or an Event of Default or allow acceleration, provided and the Bridge Facility Agent shall not be entitled to give any notice under Clause 21.15 (Acceleration) with respect to that such breach or default Relevant Default until (if that Relevant Default is then continuing) the earlier of: (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at date immediately after the end of the Clean-up Period or Period; and (ii) the Additional Acquisition Clean-up Period, date (if any) on which a Material Adverse Effect occurs as applicable, and a result of that Relevant Default. (ivb) does Paragraph (a)(B) above shall not relate toapply with respect to any Relevant Default to the extent that: 1. defaults relating to (i) breach the Relevant Default is not capable of undertakings listed in 2 below, remedy; or (ii) misrepresentation for representations listed in 3 below, it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Bridge Facility Agent giving notice to the Borrower or the Borrower becoming aware of the occurrence that Relevant Default; or (iii) insolvency and insolvency related events, the Relevant Default has been procured by or approved by the Borrower or Bidco. (ivc) unlawfulness/invalidity/repudiation For the avoidance of Finance Documents and doubt subject to Clause 4.2 (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the FacilityCertain Funds), paragraph (iia)(B) ranking, above shall not restrict the Bridge Facility Agent’s right to give any notice under Clause 21.15 (iiiAcceleration) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency with respect to any Default or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership Event of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder DocumentsDefault which is not a Relevant Default.

Clean-Up Period. During (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 or the Additional Acquisition that Clean-up Period Default shall not constitute a Default. (as applicable), any breach of a representation or an undertaking or any Default which solely arises b) Paragraph (a) above shall not apply with respect to (in the case of the any Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default that: (i) is not capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period remedy; (as applicableii) and is capable of remedy but reasonable steps are not being taken to cure it and further remedy it; (iiiii) does not has been procured by or approved by the Company; or (iv) could reasonably be expected to have a Material Adverse Effect and was not procured Effect. (c) If the relevant circumstances are continuing on or approved by an Obligor, (iii) does not exist at after the end of the Clean-up Period Period, there shall be a breach of representation or warranty, breach of covenant or Default, as the Additional Acquisition case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties). (d) If a Clean-up PeriodDefault 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 applicablea result of the relevant Permitted Acquisition, and (iv) does not relate to: 1. defaults relating by operation of the definition of Material Subsidiary, shall continue to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership; 2. breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and 3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documentsbe a Material Subsidiary.