Common use of Clean-Up Period Clause in Contracts

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. (a) For the purposes Notwithstanding any term of this Clause, Clean-Up Period means the period from and including the Offer Closing Date Agreement but subject to and including the date falling 160 days after the Offer Closing Date. paragraph (b) Notwithstanding any other term of this Agreementbelow, during the Clean-Up Period references to the Group or any member of the Group in the following Subclauses will not include any company which is a breach ofmember of the Target Group as at the Unconditional Date: (i) any of the representations set out in Clause 19.2 20.17 (Status) to Clause 19.19 (SanctionsLicences); (ii) any of the following covenants:Clause 20.18 (Environmental laws and licenses); (Aiii) Clause 22.3 20.19 (Compliance with lawsEnvironmental releases); (Biv) Clause 22.5 21.1 (Financial statements); (v) Clause 21.4 (Information — miscellaneous); (vi) Clause 23.4 (Negative pledge); (Cvii) Clause 22.6 23.6 (Disposals); (Dviii) Clause 22.7 23.7 (Financial IndebtednessAcquisitions); (Eix) Clause 22.10 23.8 (Environmental mattersMerger); (Fx) Clause 22.11 23.10 (Insurance); (Gxi) Clause 22.13 23.14 (SanctionsChange of fiscal year); (xii) Clause 23.15 (Guarantees); (xiii) Clause 23.16 (Loans out); (xiv) Clause 23.17 (Subsidiary indebtedness); (xv) Clause 24.7 (a) and (c) through (e) (each inclusive) (Cross default); and (Hxvi) Clause 22.15 24.8 (AcquisitionsAdverse judgement), (iii) any , provided that the Company shall and shall procure that each member of the following Events of Default: Merck Group shall use commercially and legally reasonable efforts (A) Clause 23.3 (Breach of other obligationswirtschaftlich und rechtlich zumutbare Anstrengungen) (but only which, for the avoidance of doubt, are in so far as it relates the absence of a domination agreement limited to any those rights a shareholder can exercise in compliance with applicable law) to ensure compliance with the provisions of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates Clauses referred 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 above by reason of circumstances relating exclusively to any member of the Target Group (as if any reference to the Group or a member of the Group included any obligation to procure or ensure in relation to company which is a member of the Target Group. (b) Paragraph (a) above shall not apply: (i) if and to the extent any member of the Merck Group which is a direct or indirect shareholder of the Target is in a position to procure compliance by the relevant member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above in whole or in part by virtue of any matter contemplated in any of these provisions requiring shareholder approval of the shareholders of the Target and/or supervisory board approval of the supervisory board of the Target; (ii) where non-compliance by any member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above has been procured or approved by any member of the Merck Group; or (iii) where non-compliance by any member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above results in or is reasonably likely to result in a material adverse effect on the ability of any Obligor to perform any of its payment obligations under any Finance Document. (c) After the end of the Clean-Up Period references to the Group or any member of the Group in the following Subclauses will not include any company which is a member of the Target Group as at the Unconditional Date: (i) for a period of 3 months after the end of the Clean-Up Period with respect to Clause 20.17 (Licences), Clause 23.15 (Guarantees), Clause 23.16 (Loans out), Clause 23.17 (Subsidiary indebtedness) and in respect of any member of the Target Group other than Target and any financing Subsidiary of Target Clause 24.7(a) and (c) through (e) (each inclusive) (Cross default); (ii) it is capable for a period of being remedied 6 months after the end of the Clean-Up Period with respect to Clause 20.18 (Environmental laws and reasonable steps are being taken to remedy itlicences), Clause 20.19 (Environmental releases) and Clause 23.4 (Negative pledge); (iii) for a period of 1 month after the circumstances giving rise end of the Clean-Up Period with respect to it have not been procured by or approved by the Company or Clause 21.1 (Financial statements), Clause 21.4 (Information — miscellaneous), Clause 23.6 (Disposals), Clause 23.7 (Acquisitions), Clause 23.8 (Merger), Clause 23.10 (Insurance), in respect of Target and any other Obligorfinancing Subsidiary of Target only Clause 24.7 (a) and (c) through (e) (each inclusive) (Cross default) and Clause 24.8 (Adverse judgement); and (iv) it is not reasonably likely with respect to have a Material Adverse Effect. Clause 23.7 (cAcquisitions) If and Clause 23.8 (Merger), for any transaction that has been entered into prior to the end of the Clean-Up Period where the relevant circumstances are outstanding member of the Target Group is legally obliged to complete the relevant transaction at a date falling on or after the end of the Clean-Up Period, there provided that the Company shall be a breach and shall procure that each member of representation, a breach the Merck Group shall continue to use its reasonable best efforts to ensure compliance with the provisions of covenant the Clauses referred to above by any member of the Target Group as if any reference to the Group or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies member of the Finance Parties)Group included any company which is a member of the Target Group.

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 17.2 (Status) to Clause 19.19 17.19 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 20.3 (Compliance with laws) (B) Clause 22.5 20.5 (Negative pledge); (C) Clause 22.6 20.6 (Disposals); (D) Clause 22.7 20.7 (Financial Indebtedness); (E) Clause 22.10 20.10 (Environmental matters); (F) Clause 22.11 20.11 (Insurance); (G) Clause 22.13 20.13 (Sanctions); and (H) Clause 22.15 20.15 (Acquisitions), (iii) any of the following Events of Default: (A) Clause 23.3 21.3 (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 21.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Clause 23.5 21.5 (Cross-default); (D) Clause 23.8 21.8 (Creditors’ process); and (E) Clause 23.12 21.12 (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. (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 purpose of this Agreement, during for the period from the Completion Date until the date falling 3 months after the Completion Date (the “Clean-Up Period Period”), a breach of: (i) any of the representations set out in and warranties under Clause 19.2 15.9 (Status) to Clause 19.19 No Material Proceedings), 15.10 (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 (No Security Interests/Guarantees/Financial Indebtedness); , 15.11 (ELabour Disputes), or 15.12(b) Clause 22.10 (Environmental mattersAssets); (F) Clause 22.11 (Insurance); (G) Clause 22.13 (Sanctions); and (H) Clause 22.15 (Acquisitions), (iii) any , or a breach of the following Events covenants specified in Clauses 16.4 (Insurances), 17.3 (Arm’s Length Transactions), 17.4 (Negative Pledge), 17.6 (Indebtedness), 17.7 (Guarantees), 17.8 (Loans), 17.10 (Hedging Transactions), 17.11 (Joint Ventures), 16.11 (Cash Management) or 19.2 (Books of Default: (AAccount) Clause 23.3 (Breach or an Event 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) Default under Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental ClaimsCross Default), 23.11 (Attachment or Process), 23.14(Litigation), or 23.18 (Judgment) will be deemed not to be a breach of representation, representation or warranty or a breach of covenant or a an Event of Default (as the case may be) if: (i) if it would have been (if it were not for this provision) a breach of representation, representation or warranty or a breach of covenant or a 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 being remedied its Subsidiaries if and reasonable steps are being taken to remedy it; (iii) for so long as the circumstances giving rise to it the relevant breach of representation or warranty or breach of covenant or Event of Default: (a) do not have a Material Adverse Effect; (b) have not been procured by or approved by the Company or any other ObligorBidco; and (iv) it is not reasonably likely to have a Material Adverse Effect. (c) If if capable of remedy, have been remedied within the relevant circumstances are outstanding on or after the end of the Clean-Up Period, and provided that if the relevant circumstances are continuing at the end of the relevant Clean-up Period there shall be a breach of representationrepresentation or warranty, a breach of covenant or a Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).