Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 8.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (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 Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall 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 Lenders as set forth in Section 8.02 hereof).
Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document:
(i) any breach of representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));
(ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or
(iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), 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:
(A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group);
(B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable;
(C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it;
(D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and
(E) it does not have or is not reasonably likely to have a Material Adverse Effect.
(b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties).
(c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or cir...
Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (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 Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall 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 Lenders as set forth in Section 16.2 hereof).
Clean-Up Period. During the period beginning on the Closing Date and ending on the later of (i) 90 days from and including the Closing Date and (ii) 60 days following the discovery by a Responsible Officer of Borrower of a Target Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Period”), none of the Administrative Agent or any Lender may (x) declare that a Default or an Event of Default has occurred (and no such Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)), or (y) terminate the Commitments or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to the Relevant Obligations of the Target) (a “Target Default”); provided that:
(a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates to the Target or any of its subsidiaries (or any of their businesses, assets or liabilities), (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder of the Target pursuant to mandatory German corporate law) commercially reasonable steps are taken by the Borrower or Bidco to remedy it, (iii) could not reasonably be expected to have a Material Adverse Effect, (iv) has not been procured or approved by the Borrower or Bidco, and (v) was either not known by a Responsible Officer of the Borrower prior to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Date; and
(b) that the Administrative Agent and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration of the Clean-up Period.
Clean-Up Period. During the Clean-up Period, any breach of a representation or any default which arises with respect to the Target Group shall not constitute or result in a default, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or default
(i) does not have a material adverse effect on the consolidated business, assets or financial condition of the Group taken as a whole, such that the Group taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Credit Agreement; (ii) was not knowingly procured or approved by the Credit Parties; and (iii) is capable of remedy and reasonable steps are being taken to remedy it.
Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date.
(b) Notwithstanding any other term of this Agreement, during the Clean-Up Period a breach of:
(i) any of the representations set out in Clause 19.2 (Status) to Clause 19.19 (Sanctions);
(ii) any of the following covenants:
(A) Clause 22.3 (Compliance with laws)
(B) Clause 22.5 (Negative pledge);
(C) Clause 22.6 (Disposals);
(D) Clause 22.7 (Financial Indebtedness);
(E) Clause 22.10 (Environmental matters);
(F) Clause 22.11 (Insurance);
(G) Clause 22.13 (Sanctions); and
(H) Clause 22.15 (Acquisitions),
(iii) any of the following Events of Default:
(A) Clause 23.3 (Breach of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above);
(B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above);
(C) Clause 23.5 (Cross-default);
(D) Clause 23.8 (Creditors’ process); and
(E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if:
(i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);
(ii) it is capable of being remedied 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 Company or any other Obligor; and
(iv) it is not reasonably likely to have a Material Adverse Effect.
(c) If the relevant circumstances are outstanding on or after the end of the Clean-Up Period, there shall be a breach of representation, a breach of covenant or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).
Clean-Up Period. Notwithstanding any other provision of any Finance Documents:
(a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or
(b) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of a representation or warranty, a breach of covenant or an Event of Default (as the case may be) for the purposes of this Agreement including, without limitation, Clause 4.2 (Further conditions precedent), if:
(i) it would have been (if it were not for this provision) a breach of representation or warranty, or a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the 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 any Obligor that is an Obligor at the date of this Agreement; and
(iv) it is not reasonably likely to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-Up Date, there shall 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).
Clean-Up Period. Employees shall be granted a five-minute personal clean-up period prior to the start of the lunch period and prior to the end of the workday.
Clean-Up Period. A clean up period shall be deemed University, not personal, time. Each employee may be permitted an appropriate length of time for a clean-up period at the end of each work shift, as necessary.
Clean-Up Period. Until the date after the Clean-up Period ends, the Events of Default set out in Clause 23.3 (Other Obligations) (in so far as they relate to paragraph (a) of Clause 19.17 (No Financial Indebtedness or Security) and Clause 22.6 (Restrictions on Financial Indebtedness)) and Clause 23.4 (Misrepresentation) (in so far as it relates to paragraph (a) of Clause 19.17 (No Financial Indebtedness or Security) shall not apply to or in respect of any event or circumstance (i) with respect to the Target, any of the Target's Subsidiaries, or (ii) which arises with respect to Bidco as a result of its merger with the Target pursuant to a Subsequent Acquisition Transaction, which exists on, or is a direct result of the occurrence of, the Unconditional Date (except that this Clause 23.16 shall not apply to any event or circumstance which the Company could, in all the circumstances, reasonably be expected to have exercised control to prevent or overcome in the time available since the Unconditional Date).
