Common use of Clean-Up Period Clause in Contracts

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. 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;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); 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. (a) Notwithstanding anything in any Loan Document to the contraryterm of this Agreement, for a period commencing on the Initial Closing Date and ending on during the Clean-Up Period Termination Date, the following provisions will not apply to any breach member 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 as at the Control Date, if the relevant provision would have been breached by reason of representation or warranty, a breach of covenant, a Default or an Event of Default, as circumstances in existence on the case may be, ifControl Date: (i) the representations provided for in Clause 19 (Representations) (with the exception of Clause 19.16 (Title to Target Shares)); (ii) the general undertakings provided for in Clause 21 (General undertakings); and (iii) the Events of Default provided for in Clause 22 (Events of Default) with the exception of the Events of Default provided for in Clauses 22.5 (Insolvency) and 22.6 (Insolvency proceedings). (b) Paragraph (a) it relates exclusively above shall not apply: (i) if and to the extent any member of the Group which is a direct or indirect shareholder of the Target is in a position to procure compliance by the relevant member of the Target Group with the relevant provisions in whole or in part by exercising its voting rights in the shareholders meeting of the Target accordingly, unless such exercise of voting rights is likely to result in any liability of the relevant member of the Group and/or towards any other shareholder of the Target; (ii) where non-compliance by any member of the Target Group with the provisions of the relevant provisions has been procured or approved by any obligation to procure or ensure member of the Group (other than any action in relation to member of the Target Group);; or (biii) it is capable of remedy and reasonable steps (consistent with Borrower’s level of control where non-compliance by any member of the Target) are being taken Target Group with the provisions of the relevant provisions results in or is reasonably likely to remedy it;result in a Material Adverse Effect. (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 If the relevant circumstances are continuing on or after the Clean-Up Period Termination up Date, there shall be a breach of representation or warranty, breach of covenant, Default covenant or Event of Default, as the case may be, notwithstanding this Section 8.03paragraph (a) (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. Notwithstanding anything in any Loan Document to the contrary, for a period commencing on the Initial Closing Amendment No. 1 Effective Date and ending on the Clean-Up Period Termination Date, any breach of covenants, misrepresentation or other Default or Event of Default (except as otherwise specified in Section 10.01(c)) 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. (a) Notwithstanding anything in any Loan Document other provision of any Finance Document, but subject to paragraph (b) below, and until the contrary, for a period commencing on the Initial Closing Date and ending on the Clean-Clean Up Period Termination Date, any matter or circumstance that exists in respect of the Group which would constitute a breach of covenantsrepresentation or warranty, misrepresentation a breach of undertaking or other Default or an Event of Default which arises with respect to the Target Group only (other than as a result of misrepresentation under Clause 18.20 (Sanctions), breach of Clause 21.17 (Sanctions) or under Clause 22.1 (Non-payment) or Clause 22.6 (Insolvency)) will be deemed not to be a breach of representation or warranty, a breach of covenant, a Default undertaking or an Event of Default, Default (as the case may be, ) if: (ai) it relates would have been (if it were not for this provision) a breach of representation or warranty, a breach of undertaking 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 any action in relation to a member of the Target Group); (bii) it is capable of remedy and reasonable steps (consistent with Borrower’s level of control of the Target) are being taken to remedy it;it; (ciii) the circumstances giving rise to it have not been procured by or approved by Borrower the Company or any of its Subsidiaries (other than a member of the Target Group); Group; and (div) it is not reasonably likely to have a Material Adverse Effect; provided that, if . (b) If the relevant circumstances are matter or circumstance is continuing on or after the Clean-Clean Up Period Termination Date, there shall be a breach of representation or warranty, breach of covenant, Default undertaking or Event of Default, as the case may be, notwithstanding this Section 8.03the above (and without prejudice to the rights and remedies of the Finance Parties).