Common use of Exceptions to Sellers’ Obligations in Relation to the Conduct of Business Clause in Contracts

Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 the disposal or transfer by one or more members of the Seller’s Group of any or all of the Non-strategic Assets; 5.2.2 any matter undertaken by any member of the Seller’s Group to facilitate or implement a Reorganisation in accordance with Clause 2.3.5; 5.2.3 any matter undertaken by any member of the Vaccines Group that is set out in Part 3 of Schedule 20; 5.2.4 any action to the extent it is required to be undertaken to comply with Applicable Law; or 5.2.5 any matter reasonably undertaken by any member of the Seller’s Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Vaccines Group and where any delay arising by virtue of having to give notice to the Purchaser and await consent would materially prejudice the Vaccines Group, provided that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in Clause 5.2.4, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall use reasonable endeavours to consult with the Purchaser in respect of any such action.

Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 the disposal or transfer by one or more members subject to Part F of the Seller’s Group of Schedule 12, any or all of the Non-strategic Assets; 5.2.2 any matter undertaken action taken by any member of the Seller’s Group to facilitate or implement a the Reorganisation in accordance with Clause 2.3.5the Reorganisation Plan; 5.2.3 any matter undertaken by any member of the Vaccines Group that is set out in Part 3 of Schedule 20; 5.2.4 any action to the extent it is required to be undertaken to comply with Applicable Law; or 5.2.5 5.2.2 any matter reasonably undertaken by any member of the Seller’s Group Company in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Vaccines Group and where (of which the Purchaser will be notified promptly); 5.2.3 any delay arising matter expressly permitted by virtue of having this Agreement or required to give notice effect to and to comply with this Agreement; 5.2.4 any action required to be undertaken to comply with applicable legal or regulatory requirements; and/or 5.2.5 any matter undertaken at the Purchaser and await written request or with the prior written consent would materially prejudice of the Vaccines GroupPurchaser, provided that provided, that, in respect of Clause 5.2.2, the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in Clause 5.2.4pursuant thereto, shall provide to the Purchaser all such information as the Purchaser may reasonably request in relation to such action and shall use reasonable endeavours shall, where able to do so under applicable law, consult with the Purchaser and take into account any reasonable requests of the Purchaser, in respect of each case prior to taking any such action.

Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 the disposal or transfer by one or more members of the Seller’s Group of any or all of the Non-strategic Assets; 5.2.2 any matter undertaken by any member of the Seller’s Group to facilitate or implement a Reorganisation in accordance with Clause 2.3.5; 5.2.3 any matter undertaken by any member of the Vaccines Group that is set out in Part 3 of Schedule 20; 5.2.4 any action to the extent it is required to be undertaken to comply with Applicable Law; or 5.2.5 any matter reasonably undertaken by any member of the Seller’s Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Vaccines Group and where any delay arising by virtue of having to give notice to or the Purchaser and await consent would materially prejudice the Vaccines Seller’s Group, provided that the Seller shall notify of the Purchaser of such situation as soon as reasonably practicable of practicably possible and shall discuss with the Purchaser regarding any such matter to be undertaken to respond to such situation; 5.2.2 any act or omission required to comply with any Applicable Law; 5.2.3 any action taken or proposed to the extent required to be taken as described in Clause 5.2.4pursuant to this Agreement, the Pre-Closing Reorganisation Plan or the other Transaction Documents, or to assign or otherwise transfer any Seller Trade ▇▇▇▇ to a member of the Retained Group; 5.2.4 any action required pursuant to a binding agreement existing at the date of this Agreement, provided, that the Seller shall provide give prior notice to the Purchaser all regarding the action to be taken pursuant to the relevant agreement if such information as action would fall under any items in Clause 5.1.2 unless such action or agreement has been disclosed to the Purchaser may reasonably request and shall use reasonable endeavours to consult through the Disclosure Letter or the Data Room; 5.2.5 any action undertaken at the written request, or with the Purchaser in respect written consent, of the Purchaser; or 5.2.6 repayments of any such actionamount of the intra-group receivables or intra-group payables owed by a member of the Seller’s Group (other than a Group Company) to a Group Company or vice versa.