Common use of Neither Clause Clause in Contracts

Neither Clause. 6.2 nor Clause 6.3 shall operate so as to restrict or prevent: (A) any matter reasonably undertaken in response to events beyond the control of any member of the GSK Group with the intention of minimising any adverse effect of such events where it is not reasonably practicable in the circumstances for the Seller to have obtained the consent of the Purchaser before such matter is undertaken PROVIDED THAT the Seller shall inform the Purchaser of the relevant matter and circumstances as soon as reasonably practicable after doing so; (B) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement to the extent that such completion or performance is due prior to Completion; (C) any matter undertaken at the written request of the Purchaser; (D) any matter contemplated by any Seller’s Transaction Document or any action taken by any member of the GSK Group pursuant to any Seller’s Transaction Document; (E) any action or omission which any member of the GSK Group is required to take or omit to take by any applicable law or regulation, any Tax Authority or Governmental Entity; (F) any matter or action undertaken in connection with the GSK Group Reorganisation Plans; (G) any disposal of Business Inventory, obsolete assets or redundant assets, or any payment of cash, in each case in the ordinary course of trading or in a manner which is not inconsistent with the operational, investment and/or financial plans of the GSK Group for the Pre-Completion Period as described in the Information Memorandum (including, without limitation, in the Management Plan, as set out therein) and/or the Management Presentation; (H) any matter necessary for the purposes of separating the Shared Business Contracts or the assets or business which relate to both the Business and the GSK Business in accordance with this Agreement or the Separation Plan; (I) any matter or action undertaken in response to (i) any notice, request, order, demand or correspondence received from any Governmental Entity in connection with any Product, or (ii) incidents concerning Products, in any such case in accordance with GSK’s policies and procedures from time to time in force (including the Quality Management System), which matter or action may include, without limitation to the generality of the foregoing, instigating recalls of Products or issuing safety notifications in respect of relevant Products, PROVIDED HOWEVER THAT the Seller shall inform the Purchaser of the relevant matter or action as soon as reasonably practicable after undertaking the same; or (J) any repackaging of any Product PROVIDED THAT such repackaging is in compliance with applicable law and regulation.

Neither Clause. 6.2 nor Clause 6.3 shall operate so as to restrict or prevent: (A) any matter reasonably undertaken in response to events beyond the control of any member of the GSK Group with the intention of minimising any adverse effect of such events where it is not reasonably practicable in the circumstances for the Seller to have obtained the consent of the Purchaser before such matter is undertaken PROVIDED THAT the Seller shall inform the Purchaser of the relevant matter and circumstances as soon as reasonably practicable after doing so; (B) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement to the extent that such completion or performance is due prior to Completion; (C) any matter undertaken at the written request of the Purchaser; (D) any matter contemplated by any Seller’s Seller Transaction Document or any action taken by any member of the GSK Group pursuant to any Seller’s Seller Transaction Document; (E) any action or omission which any member of the GSK Group is required to take or omit to take by any applicable law or regulation, any Tax Authority or Governmental Entity; (F) any matter or action undertaken in connection with the GSK Group Reorganisation Plans; (G) any disposal of Business Inventory, obsolete assets or redundant assets, or any payment of cash, in each case in the ordinary course of trading or in a manner which is not inconsistent with the operational, investment and/or financial plans of the GSK Group for the Pre-Completion Period as described in the Information Memorandum (including, without limitation, in the Management Plan, as set out therein) and/or the Management Presentation; (H) any matter necessary for the purposes of separating the Shared Business Contracts or the assets or business which relate to both the Business and the GSK Business in accordance with this Agreement or the Separation Plan; (I) any matter or action undertaken in response to (i) any notice, request, order, demand or correspondence received from any Governmental Entity in connection with any Product, or (ii) incidents concerning Products, in any such case in accordance with GSKthe GSK Groups’s policies and procedures from time to time in force (including the Quality Management System), which matter or action may include, without limitation to the generality of the foregoing, instigating recalls of Products or issuing safety notifications in respect of relevant Products, PROVIDED HOWEVER THAT the Seller shall inform the Purchaser of the relevant matter or action as soon as reasonably practicable after undertaking the same; or (J) any repackaging of any Product PROVIDED THAT such repackaging is in compliance with applicable law and regulation.