Common use of Clean-Up Period Clause in Contracts

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 anything to the contrary set forth herein or in this Agreement or any other Loan Document, during the period commencing on Clean-Up Period, the closing date occurrence of any Permitted Acquisition breach of a representation, covenant 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 an Event of Default, Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default (Default, as the case may be) , if (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such 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 Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line Event of business or division); Default; (ii) it does not have and 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 likely to have a Material Adverse Effect. If ; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the date immediately following the end expiry of the Clean 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 hereofAgents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

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 thirty (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 Holdings or 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. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during From the period commencing on from the closing date of any Permitted Acquisition or Investment and ending on Funding Date until the date 30 days thereafter (the “Clean Up Period”) which falls (a) 25 days after the Funding Date, in the case of circumstances affecting the US Borrower and any breach or default Subsidiary that is a member of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document the Rockwood Group or (b) 90 days after the Funding Date, in the case of circumstances affecting any other Subsidiary (such period described in clauses (a) and (b), the “Clean-Up Period”), a breach of representation or warranty or a breach of covenant or a Default or an Event of Default, will Default hereunder shall not be deemed not to be a breach of representation or warranty or a breach of covenant or a Default or an Event of Default (hereunder, as the case may be) , if (i) it would have been (if it were not and 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 targetso long as, the target group or the property and assets of another Person or assets constituting a business unitduring such Clean-Up Period, 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 the relevant breach of representation or warranty or breach of covenant or Default or Event of Default: (i) are capable of being cured and, if Holdings, the US Borrower or any Subsidiary that is a member of the Rockwood Group or (after the date that is 30 days after the Funding Date) any other Restricted Subsidiary is aware of the relevant circumstances at the time and there exists no legal prohibition affecting any Restricted Subsidiary which would prevent such cure, reasonable efforts are being made to cure the same; (ii) have not been procured by or approved by Holdings, the BorrowerUS Borrower or any Subsidiary that is a member of the Rockwood Group or (if arising after the date that is 30 days after the Funding Date) any other Restricted Subsidiary that is not a member of the Rockwood Group unless such other Restricted Subsidiary was legally bound to take such action; and and (iviii) it would do not reasonably be expected to have a Material Adverse Effect. If ; provided, that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean applicable Clean-Up Period, Period there shall be a breach of representation or warranty, breach of covenant covenant, Default 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)on such date.

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) Notwithstanding any other provision of any Finance Document: (i) 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 Clean-Up Representation; or (bii) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty or warranty, a breach of covenant or an Event of Default (as the case may be) if if: (iA) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any member of 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 Target Group (or any obligation to procure or ensure in relation to such target, a member of the Target Group) (in the case of the Acquisition) or relevant target group and its Subsidiaries (or any obligation to procure or ensure in relation to a relevant target and its Subsidiaries) (in the property and assets or business unit, line case of business or divisiona Permitted Acquisition falling with paragraph (f) of that definition); ; (iiB) it is capable of remedy and reasonable steps are being taken to remedy it; ; (iiiC) the circumstances giving rise to it have not been procured by or approved by the BorrowerParent or the Company (in the case of the Acquisition) or any member of the Group (in the case of a Permitted Acquisition falling within paragraph (f) of that definition); and and (ivD) it would is not reasonably be expected likely to have a Material Adverse Effect. . (b) If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Periodrelevant Clean-up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).

Clean-Up Period. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Agreement, during the period commencing on from the closing date of any closing (however defined) of that Permitted Acquisition or Investment and ending on to the date 30 falling 90 days thereafter (the “Clean Up Clean-up Period”) (a) ), if any breach matter or default circumstance that exists exclusively in respect of any representation entity which is the direct or warranty under Article V indirect subject of the relevant Permitted Acquisition (and which matter or any other Loan Document circumstance exists prior to or a covenant under this Agreement or any other Loan Document or on (bbut not after) any Event the date of Default, will be deemed not to be the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or warranty or warranty, a breach of covenant or an Event of a Default (as the case may bein each case, a “Clean-up Default”) if then: (i) it would have been promptly upon becoming aware of its occurrence, Holdco shall notify the Agent of that Clean-up Default and the related event or circumstance (and the steps, 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 targetany, 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); and (ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default. (b) Paragraph (a) above shall not apply with respect to any Clean-up Default that: (i) is not capable of remedy; (ii) is capable of remedy but reasonable steps are not being taken to remedy it; (iii) the circumstances giving rise to it have not has been procured by or approved by the BorrowerHoldco; and or (iv) it would not could reasonably be expected to have a Material Adverse Effect. . (c) If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Clean-up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).. ​

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during From the period commencing on from the closing date of any Permitted Acquisition or Investment and ending on Funding Date until the date 30 days thereafter (the “Clean Up Period”) which falls (a) 25 days after the Funding Date, in the case of circumstances affecting the US Borrower and any breach or default Subsidiary that is a member of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document the Rockwood Group or (b) 90 days after the Funding Date, in the case of circumstances affecting any other Subsidiary (such period described in clauses (a) and (b), the "Clean-Up Period"), a breach of representation or warranty or a breach of covenant or a Default or an Event of Default, will Default hereunder shall not be deemed not to be a breach of representation or warranty or a breach of covenant or a Default or an Event of Default (hereunder, as the case may be) , if (i) it would have been (if it were not and 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 targetso long as, the target group or the property and assets of another Person or assets constituting a business unitduring such Clean-Up Period, 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 the relevant breach of representation or warranty or breach of covenant or Default or Event of Default: (i) are capable of being cured and, if Holdings, the US Borrower or any Subsidiary that is a member of the Rockwood Group or (after the date that is 30 days after the Funding Date) any other Restricted Subsidiary is aware of the relevant circumstances at the time and there exists no legal prohibition affecting any Restricted Subsidiary which would prevent such cure, reasonable efforts are being made to cure the same; (ii) have not been procured by or approved by Holdings, the BorrowerUS Borrower or any Subsidiary that is a member of the Rockwood Group or (if arising after the date that is 30 days after the Funding Date) any other Restricted Subsidiary that is not a member of the Rockwood Group unless such other Restricted Subsidiary was legally bound to take such action; and and (iviii) it would do not reasonably be expected to have a Material Adverse Effect. If ; provided that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean applicable Clean-Up Period, Period there shall be a breach of representation or warranty, breach of covenant covenant, Default 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)on such date.

Clean-Up Period. Notwithstanding anything to For the contrary in purpose of this Agreement or any other Loan DocumentAgreement, during for the period commencing on from the closing date of any Permitted Acquisition or Investment and ending on Closing Date until the date 30 days thereafter which falls three months after the Closing Date (the “Clean Clean-Up Period”) (a) any ), a breach of the representations and warranties, a breach of the covenants 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 an Event of Default, will be deemed not to be a breach of representation or warranty or warranty, a breach of covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or warranty, a breach of covenant or an Event of Default only by reason of circumstances existing at or within one month following the Closing Date and 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 operations of such Person in connection with such Permitted Acquisition or Investment (the Target Group or any obligation to procure or ensure in relation to such target, target group or member of the property Target Group if 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) for so long as the circumstances giving rise to it the relevant breach of warranty or breach of covenant or Event of Default: (a) are capable of being cured and, if the Obligors’ Agent or (after the date falling one month after the Closing Date) any member of the Target Group is aware of the relevant circumstances at the time, reasonable efforts are being used to cure the same; (b) have not been procured by or approved by the BorrowerObligors’ Agent or, if arising after the date falling one month after the Closing Date, any member of the Target Group; and and (ivc) it would not reasonably be expected to have a Material Adverse Effect. If , and provided that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean Clean-Up Period, 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. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during From the period commencing on from the closing date of any Permitted Acquisition or Investment and ending on Funding Date until the date 30 days thereafter (the “Clean Up Period”) which falls (a) 25 days after the Funding Date, in the case of circumstances affecting the Borrower and any breach or default Subsidiary that is a member of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document the Rockwood Group or (b) 90 days after the Funding Date, in the case of circumstances affecting any other Subsidiary (such period described in clauses (a) and (b), the "Clean-Up Period"), a breach of representation or warranty or a breach of covenant or a Default or an Event of Default, will Default hereunder shall not be deemed not to be a breach of representation or warranty or a breach of covenant or a Default or an Event of Default (hereunder, as the case may be) , if (i) it would have been (if it were not and 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 targetso long as, the target group or the property and assets of another Person or assets constituting a business unitduring such Clean-Up Period, 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 the relevant breach of representation or warranty or breach of covenant or Default or Event of Default: (i) are capable of being cured and, if Holdings, the Borrower or (after the date that is 30 days after the Funding Date) any Restricted Subsidiary is aware of the relevant circumstances at the time and there exists no legal prohibition affecting any Restricted Subsidiary which would prevent such cure, reasonable efforts are being made to cure the same; (ii) have not been procured by or approved by Holdings, the BorrowerBorrower or (if arising after the date that is 30 days after the Funding Date) any Restricted Subsidiary unless such Restricted Subsidiary was legally bound to take such action; and and (iviii) it would do not reasonably be expected to have a Material Adverse Effect. If ; provided that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean applicable Clean-Up Period, Period there shall be a breach of representation or warranty, breach of covenant covenant, Default 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)on such date.

Clean-Up Period. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Agreement, during the period commencing on from the closing date of any closing (however defined) of that Permitted Acquisition or Investment and ending on to the date 30 falling 90 days thereafter (the “Clean Up Clean-up Period”) (a) ), if any breach matter or default circumstance that exists exclusively in respect of any representation entity which is the direct or warranty under Article V indirect subject of the relevant Permitted Acquisition (and which matter or any other Loan Document circumstance exists prior to or a covenant under this Agreement or any other Loan Document or on (bbut not after) any Event the date of Default, will be deemed not to be the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or warranty or warranty, a breach of covenant or an Event of a Default (as the case may bein each case, a “Clean-up Default”) if then: (i) it would have been promptly upon becoming aware of its occurrence, Holdco shall notify the Agent of that Clean-up Default and the related event or circumstance (and the steps, 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 targetany, 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); and (ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default. (b) Paragraph (a) above shall not apply with respect to any Clean-up Default that: (i) is not capable of remedy; (ii) is capable of remedy but reasonable steps are not being taken to remedy it; (iii) the circumstances giving rise to it have not has been procured by or approved by the BorrowerHoldco; and or (iv) it would not could reasonably be expected to have a Material Adverse Effect. . (c) If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Clean-up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).. ​ ​

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date provision of any Permitted Acquisition or Investment and ending on the date 30 days thereafter (the “Clean Up Period”) Finance Document: (a) any breach or default of any representation or warranty under Article V or any other Loan Document a Clean-Up Representation or a covenant under this Agreement or any other Loan Document or Clean-Up Undertaking; or (b) any Event of Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty or warranty, a breach of covenant or an Event of a Default (as the case may be) if if: (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or warranty, a breach of covenant or an Event of a Default only by reason of circumstances relating exclusively to any member of 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 Target Group (or any obligation to procure or ensure in relation to such target, target group or a member of the property and assets or business unit, line of business or divisionTarget 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 member of the Borrower; and Group (ivother than a member of the Target Group); (iii) it would does not reasonably be expected to have a Material Adverse Effect; (iv) it does not affect, as from the Acquisition Closing, the Company's ownership of the shares to be acquired pursuant to the Acquisition; (v) it has been notified to the Agent by the Company promptly upon its becoming aware thereof; and (vi) (where the Default is capable of being remedied), the Company after having become aware of such breach or Default has had or is having such commercially and legally reasonable steps taken in respect of such breach or Default to remedy it as are open to any members of the Group. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up PeriodClean-up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, be notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereofFinance Parties).. Table of Contents

Clean-Up Period. Notwithstanding anything to any other term of the contrary in Finance Documents, for the period from the date of this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on until the date 30 which falls 120 days thereafter after the Closing Date (the “Clean Up Clean-up Period”) (a) ), any breach or default of any a representation or warranty under Article V warranty, breach of an undertaking, Default or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of DefaultDefault in each case under any of the Finance Documents, will be deemed not to be a breach of representation or warranty or covenant warranty, a breach of undertaking, Default 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) extent the circumstances giving rise to it the relevant breach of representation or warranty or breach of undertaking, Default or Event of Default relate to the Xxxxxxxxx Group and: (a) are capable of being cured or remedied; (b) all reasonable endeavours are being used to remedy or cure the same; (c) have not been procured by or approved by a member of the BorrowerMelrose Group or, after the Xxxxxxxxx Accession Date, a member of the Xxxxxxxxx Group; and and (ivd) it would could not reasonably be expected to have a Material Adverse Effect. If , and provided that if the relevant circumstances are continuing on or after the date immediately following at the end of the Clean Clean-Up Period, Period there shall be a breach of representation or warranty, breach of covenant or undertaking and/or Event of Default, as the case may be. If, notwithstanding on or before the above end of the Clean-Up Period, any event or circumstance has occurred or events with respect to any member of the Xxxxxxxxx Group which would constitute a breach of a representation or warranty, breach of an undertaking or Event of Default have occurred, promptly upon becoming aware of its occurrence or existence, the Company shall notify the Agent of such event or circumstance (and without prejudice the steps, if any, being taken to the rights remedy it). This Clause 24.21 does not apply to an Event of Default which relates to Clause 24.2 (Non-payment), Clause 24.7 (Insolvency) and remedies of the Lenders as set forth in Section 8.02 hereofClause 24.9 (United States Bankruptcy).

Clean-Up Period. (a) Notwithstanding anything to the contrary set forth herein or in this Agreement or any other Loan Document, during the period commencing on Clean-Up Period, the closing date occurrence of any Permitted Acquisition breach of a representation, covenant 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 an Event of Default, Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default (Default, as the case may be) , if (i) it would have been (if it were not for this Section 8.05provision) a breach or default of any representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such 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 Permitted Clean-Up Investment, and provided that such breach or Event of Default: (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); (ii1) it is capable of remedy being remedied within the Clean-Up Period and reasonable the Loan Parties are taking appropriate steps are being taken to remedy it; such breach or Event of Default; (iii2) the circumstances giving rise to it does not have not been procured by or approved by the Borrower; and (iv) it would is not reasonably be expected likely to have a Material Adverse Effect. If ; and (3) was not procured by or approved by Holdings or the Borrowers. (v) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the date immediately following the end expiry of the Clean 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 hereofAgents and the Lenders). (vi) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentprovision of this Agreement, if 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”Period any event or circumstance exists which (but for this Section 10.1(n)) (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 would constitute an Event of Default, will be deemed not to be a Default, breach of representation or warranty or a representation, warranty, covenant or undertaking, then such event or circumstance will not constitute an Event of Default, Default (as or breach of a representation, warranty, covenant or undertaking during the case may be) if Clean Up Period 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 relates exclusively to the target, the target group Xxxxxxx or the property and assets of another Person its Subsidiaries or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or Investment (or any to an obligation to procure cause or ensure compliance in relation to such target, target group Xxxxxxx or the property and assets or business unit, line of business or division); its Subsidiaries; (ii) it is capable of remedy during the Clean Up Period and reasonable steps are being taken by the Borrower to remedy it; and (iii) the circumstances giving rise to it have has not been caused, procured by or approved by the BorrowerBorrower or any Subsidiary (other than Xxxxxxx or its Subsidiaries); and (ivprovided that this Section 10.1(n) it shall not apply to any Event of Default that would not reasonably be expected likely to have a Material Adverse Effect. In this paragraph (n) the term “capable of remedy” in relation to any breach of a representation, warranty, covenant or undertaking or any Event of Default or Default means that the underlying facts or circumstances are capable of remedy such that if the representation or warranty were repeated or compliance with the covenant, undertaking or default event were tested, as the case may be, after the expiry of the Clean Up Period, such representation, warranty, covenant or undertaking would not be breached or default event would not exist. 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 a representation, warranty, breach of covenant or an 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 hereofor the Administrative Agent).

Clean-Up Period. Notwithstanding anything (A) Without prejudice to the contrary in provisions of paragraph (B) below, and notwithstanding any different, additional provision of the Financial Documents, any: (i) inaccuracy, incompleteness and untruthfulness of a representation or warranty issued by the Borrower, even for and on behalf of the Group Companies and/or the Relevant Subsidiaries, pursuant to Article 14 (Representations) of this Agreement Agreement; or (ii) violation of a commitment or any other Loan Documentobligation assumed by the Borrower, during even for and on behalf of the period commencing on Group Companies and/or the closing date Relevant Subsidiaries, pursuant to Articles 15 (Obligations to provide information) and 17 (Commitments) of any this Agreement; or (iii) Material Event pursuant to Article 18 (Material Events) of this Agreement; shall not constitute an inaccuracy, incompleteness or untruthfulness of representations and warranties, or a violation of commitments or obligations, or shall not be deemed to be a Material Event, if: (a) it refers to the company forming the subject of the 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 additional future acquisitions made by the Borrower in accordance with the provisions of this Agreement or any other Loan Document or Agreement; and (b) any Event it has taken place during the course of Default, will be deemed not to be a breach the 9 (nine) months after the completion date of representation or warranty or covenant or an Event of Default the relevant acquisition; and (as the case may be) if (ic) it would have been constituted (if it were not for in the absence of this Section 8.05provision) an inaccuracy, incompleteness or untruthfulness of representations and warranties, or a breach violation of commitments or default obligations, or a Material Event, in each case, solely with regard to Sofar S.p.A. and/or any additional companies whose interests are acquired by the Borrower in the future in accordance with the provisions 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 this Agreement; and (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); (iid) it is capable of remedy can be remedied and reasonable steps are being taken measures have been undertaken to remedy it; and (iiie) the circumstances giving rise to it thereto have not been procured by caused or approved by the BorrowerBorrower on the Utilization Date or thereafter; and and (ivf) it would does not reasonably be expected to have a Material Adverse Effect. ; and (g) it is effectively remedied within 9 (nine) months of the completion date of the relevant acquisition. (B) If the relevant circumstances are continuing on or aforesaid violations persist after expiry of the date immediately 9th (ninth) month following the end completion date of the Clean Up Periodrelevant acquisition, there the applicable provisions of this Agreement 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)apply.

Clean-Up Period. (a) Notwithstanding anything to the contrary in this Agreement or any other provision of the Loan DocumentDocuments, during if there exists any matter or circumstance with respect to the period commencing Company and its Subsidiaries that was in existence on the closing date of any Permitted Acquisition or Investment and ending on prior to the date 30 days thereafter the relevant acquisition of the Company was consummated (and not, for the “Clean Up Period”avoidance of doubt, occurring or arising after such date) (a) any breach and would constitute or default of any representation or warranty under Article V or any other Loan Document or otherwise cause 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 Default or an Event of Default (as any such matter or circumstance, a “Relevant Matter”), then during the case may beClean-up Period (A) if (i) it would have been (if it were such Relevant Matter shall not for this Section 8.05) constitute a breach of a representation, covenant or default any other term or condition of any representation or warranty or covenant Loan Document, and shall not constitute a Default or an Event of Default, (B) such Relevant Matter shall not cause any condition to Credit Extensions hereunder to not be satisfied (and shall not otherwise prevent the Borrower from making any borrowing under this Agreement), and (C) the Agent shall not be entitled to exercise any rights or remedies under Section 8.01 with respect to such Relevant Matter. For the avoidance of doubt, if such Relevant Matter is continuing after the expiration of the Clean-up Period, then any relevant Default only by reason or Event of circumstances relating exclusively Default, as applicable, shall be deemed to have occurred and be continuing as of the applicable Clean-up Expiration Date notwithstanding the above and all other rights and remedies shall be available and exercisable. (b) Paragraph (a) above shall not apply with respect to any Relevant Matter to the targetextent that it: (i) would have, the target group or the property and assets of another Person or assets constituting would be reasonably likely to have, 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); Material Adverse Effect; (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not has been knowingly procured by or approved by the Borrower; and board of directors (ivor equivalent body) 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 Parent or warranty, breach of covenant the Borrower or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies any Subsidiary of the Lenders as set forth in Section 8.02 hereofParent (other than the Company or its Subsidiaries) (provided that knowledge of the existence Relevant Matter does not equate to procurement or approval); or (iii) is not capable of being cured.