Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. Notwithstanding any other provision of any Finance Documents: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or (b) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at the date of this Agreement; and (iv) it is not reasonably likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Documents: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or Document, but subject to paragraph (b) below, and until the Clean-up Date, any matter or circumstance that exists in respect of the Group which would constitute a Default or an Event of Default constituting (other than as a Clean-Up Default, result of misrepresentation under Clause 18.11 (Sanctions) or breach of Clause 21.12 (Sanctions)) will be deemed not to be a breach of a representation or warranty, a breach of covenant Default or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant Default or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at the date of this AgreementCompany or the Offeror; and (iv) it is not reasonably likely to have a Material Adverse Effect. . (b) If the relevant circumstances are matter or circumstance giving rise to the Default or Event of Default is continuing on or after the Clean-Up up Date, there shall be a breach of representation or warranty, breach of covenant Default or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) Notwithstanding any other provision of any Finance DocumentsDocument: (ai) any breach of a Clean-Up Representation or a Clean-Up UndertakingRepresentation; or (bii) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be), in the case of a Permitted Acquisition falling with paragraph (e) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent)that definition, if: (iA) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group relevant target and its Subsidiaries (or any obligation to procure or ensure in relation to a member of the Target Grouprelevant target and its Subsidiaries); (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 any Obligor that is an Obligor at member of the date of this AgreementGroup; and (ivD) it is not reasonably likely to have a Material Adverse Effect. . (b) If the relevant circumstances are continuing on or after the relevant Clean-Up 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 Finance Parties).

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Documents: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or Document, but subject to paragraph (b) below and until the end of the Clean-up Period, any matter or circumstance that exists in respect of the Group which would constitute a breach of representation or warranty, a breach of undertaking or an Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant undertaking or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant undertaking or an Event of Default only by reason of circumstances relating exclusively to any member of the Target WestRock Group (or any obligation to procure or ensure in relation to a member of the Target WestRock Group); (ii) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at member of the date Group (other than any member of this Agreementthe WestRock Group); and (iv) it is not reasonably likely to have a Material Adverse Effect. . (b) If the relevant circumstances are matter or circumstance is continuing on or after the end of the Clean-Up Dateup Period, there shall be a breach of representation or warranty, breach of covenant undertaking or Event of Default, as the case may be, be notwithstanding the paragraph (a) above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) Notwithstanding any other provision of any Finance DocumentsDocument: (ai) any a breach of any of the representations and warranties made under Clause 18 (Representations); (ii) a Clean-Up Representation or a Clean-Up Undertakingbreach of any of the undertakings specified in Clause 20 (General Undertakings); or (biii) any Event of Default constituting a Default, prior to the Clean-Up Default, Date will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of a Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (iA) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (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 any Obligor that is an Obligor at a member of the date Group (other than a member of this Agreementthe Target Group); and (ivD) it does not have and is not reasonably likely to have a Material Adverse Effect. . (b) If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of a Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. Notwithstanding any other provision of any Finance DocumentsDocument: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or (b) any Event of Default constituting a Clean-Up Default, which occurs during a Clean-Up Period will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any of its Subsidiaries) (or any obligation to procure or ensure in relation to a member of the Target Groupor its Subsidiaries); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at the date of this Agreement; andCompany; (iv) it is does not reasonably likely to have a Material Adverse Effect; and (v) it is remedied or waived by the Agent within the Clean-Up Period. If the relevant circumstances are continuing on or after the end of the Clean-Up DatePeriod, 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 Finance Parties).

Clean-Up Period. Notwithstanding any other provision of any Finance DocumentsDocument: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or (b) any Event of Default constituting a Clean-Up Default, which occurs prior to the Clean-Up Date will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (i) it would have been (if it were not for this provisionClause 26.21) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by any Obligor that is an Obligor at the date of this AgreementObligor; and (iv) it is not reasonably likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. 20.13.1 Notwithstanding any other provision of any Finance Documents: (a) Document, but subject to paragraph 20.13.2 below, and until the Clean-up Date, any matter or circumstance that exists in respect of the Target Group which would constitute a breach of representation or warranty, a Clean-Up Representation breach of undertaking or a Clean-Up Undertaking; or (b) any an Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant undertaking or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if: (iA) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant 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 in relation to a member of the Target Group); (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 any Obligor that is an Obligor at the date of this AgreementCompany or Holdco; and (ivD) it is not reasonably likely to have a Material Adverse Effect. . 20.13.2 If the relevant circumstances are matter or circumstance is continuing on or after the Clean-Up up Date, there shall be a breach of representation or warranty, breach of covenant undertaking or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).