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 any matter reasonably undertaken by any member of the Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Group Company or the Seller’s Group; 5.2.2 any action required to be undertaken to comply with applicable legal or regulatory requirements; 5.2.3 any action required to be undertaken in accordance with Clause 6.6; 5.2.4 the Seller or a member of the Seller’s Group from making and receiving payments on behalf of a Group Company pursuant to the Seller’s Group cash pooling arrangements provided that such amounts are repaid to the relevant Group Company by the relevant Seller’s Group member or to the relevant Seller’s Group member by the relevant Group Company prior to the relevant Closing; or 5.2.5 the cessation on or immediately prior to the relevant Closing of the participation of any Group Company in the overdraft facility made available by Bank Mendes ▇▇▇▇ for the purposes of the Seller’s Group’s cash pooling arrangements (the “Cash Pool Facility”), provided, in the case of Clauses 5.2.1, 5.2.2 and 5.2.5, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 5.2, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall, to the extent legally permitted, use reasonable endeavours to consult with the Purchaser in respect of any such action.