Common use of Interim Actions Clause in Contracts

Interim Actions. (a) To the extent permitted under applicable Laws, the Sellers, through the Sellers’ Agent, shall notify the Purchaser in advance, by email addressed pursuant to Section 14.1, of any action or transaction falling under the scope of Section 5.1(d) and not otherwise permitted in accordance therewith, which a Group Company intends to carry out (each an “Interim Action”). (b) As soon as practicable and in any event within 5 (five) Business Days following the date of the Sellers’ Agent’s email (regardless of the Purchaser’s acknowledgement of receipt pursuant to Section 14.1 but provided that such email expressly includes the reference to Section 5 of this Agreement and the date of expiration of the term for the reply), the Purchaser shall have the right to object to the Interim Action, notifying in writing the reasons therefor to the Sellers’ Agent. Lacking any such motivated notice of dissent within the above timeframe, the Interim Action shall be deemed agreed and approved by the Purchaser. (c) Notwithstanding anything to the contrary as set forth in this Article 5, the Sellers shall not be liable towards the Purchaser if, during the Interim Period, any of the Group Companies does, or abstains from doing, something which would constitute a breach of Section 5.1 or this Section 5.2 in order not to: (i) breach any applicable mandatory Laws; or (ii) breach any agreements or undertakings listed on Schedule 5.1. it being understood that the Sellers shall use their reasonable efforts to ensure that the Purchaser is informed, through the Sellers’ Agent, of any such actions or omissions in advance.