Common use of Clean-up Periods Clause in Contracts

Clean-up Periods. At any time during a Clean-Up Period for the acquisition of a PC Acquisition Target, notwithstanding any other provision of any Finance Document: (a) any breach of an applicable Clean-Up Representation or a Clean-Up Undertaking; or (b) any Event of Default constituting an applicable Clean-Up Default, will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if: (i) it would have been (if it were not for this Clause 28.21) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to that Permitted Acquisition Target or (if applicable) any other member of its PC Acquisition Target Group (or any obligation to procure or ensure in relation to that PC Acquisition Target or other member of its PC Acquisition 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 the Parent or any Group Company that is not that PC Acquisition Target or (if applicable) a member of its PC Acquisition Target Group; and (iv) it does not have and is not reasonably likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-Up End Date, there shall be immediately 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).