Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date. (b) If, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) Paragraph (b)(ii) shall not apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date; (ii) the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred; (iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or (v) the Default would reasonably be expected to have a Material Adverse Effect. (d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
Appears in 1 contract
Sources: Facility and Subscription Agreement (BHP Billiton PLC)
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date.
(b) If, during During the Clean-Up Periodup Period or the Additional Acquisition Clean-up Period (as applicable), any event breach of a representation or circumstance occurs an undertaking or exists any Default which solely arises with respect to a member (in the case of the Clean-up Period) any Target Group Member or (or solely with respect to any in the case of their assets or liabilitiesthe Additional Acquisition Clean-up Period) which constitutes a Default (other than newly acquired Group Member acquired from a third party pursuant to the extent the relevant event applicable Permitted Acquisition, shall not constitute an Event of Default or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
allow acceleration, provided that such breach or default (i) is capable of being remedied within the Companies must promptly notify Clean-up Period or the Facility Agent of that fact, giving a Additional Acquisition Clean-up Period (as applicable) and reasonable description of the relevant event or circumstance steps are being taken to cure it and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
further (ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall does not apply if:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is have and would not capable of remedy;
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
Effect and was not procured or approved by an Obligor, (diii) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after does not exist at the end of the Clean-Up up Period or the Additional Acquisition Clean-up Period, nothing as applicable, and (iv) does not relate to:
1. defaults relating to (i) Financial Covenants, (ii) breach of undertakings listed in this Clause 30.12 shall prevent any 2 below, (iii) misrepresentation for representations listed in 3 below, (iv) insolvency and insolvency related events, (v) unlawfulness/invalidity/repudiation of Finance Party from taking any Documents and (vi) change of ownership;
2. breaches of undertakings relating to (i) authorisations (for the actions or from giving any notice referred to in Clause 30.11 (AccelerationFacility), or from taking any other action which it is entitled to take under (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Finance Merger Documents, with respect (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and
3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism , (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to that Event of DefaultTransaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.
Appears in 1 contract
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date.
(b) If, during During the Clean-Up Periodup Period or the Additional Acquisition Clean-up Period (as applicable), any event breach of a representation or circumstance occurs an undertaking or exists any Default which solely arises with respect to a member (in the case of the Clean-up Period) any Target Group Member or (or solely with respect to any in the case of their assets or liabilitiesthe Additional Acquisition Clean-up Period) which constitutes a Default (other than newly acquired Group Member acquired from a third party pursuant to the extent the relevant event applicable Permitted Acquisition, shall not constitute an Event of Default or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
allow acceleration, provided that such breach or default (i) is capable of being remedied within the Companies must promptly notify Clean-up Period or the Facility Agent of that fact, giving a Additional Acquisition Clean-up Period (as applicable) and reasonable description of the relevant event or circumstance steps are being taken to cure it and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
further (ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall does not apply if:
(i) the event or circumstance giving rise to the Default have a Material Adverse Effect and was not procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy;
an Obligor, (iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are does not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after exist at the end of the Clean-Up up Period or the Additional Acquisition Clean-up Period, nothing as applicable, and (iv) does not relate to:
1. defaults relating to (i) breach of undertakings listed in this Clause 30.12 shall prevent any 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Party from taking any Documents and (v) change of ownership;
2. breaches of undertakings relating to (i) authorisations (for the actions or from giving any notice referred to in Clause 30.11 (AccelerationFacility), or from taking any other action which it is entitled to take under (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Finance Merger Documents, with respect (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and
3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to that Event of DefaultTransaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.
Appears in 1 contract
Sources: Commitment Letter (Chen Xiangyu)
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date.
(b) If, during During the Clean-Up Periodup Period or the Additional Acquisition Clean-up Period (as applicable), any event breach of a representation or circumstance occurs an undertaking or exists any Default which solely arises with respect to a member (in the case of the Clean-up Period) any Target Group Member or (or solely with respect to any in the case of their assets or liabilitiesthe Additional Acquisition Clean-up Period) which constitutes a Default (other than newly acquired Group Member acquired from a third party pursuant to the extent the relevant event applicable Permitted Acquisition, shall not constitute an Event of Default or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
allow acceleration, provided that such breach or default (i) is capable of being remedied within the Companies must promptly notify Clean-up Period or the Facility Agent of that fact, giving a Additional Acquisition Clean-up Period (as applicable) and reasonable description of the relevant event or circumstance steps are being taken to cure it and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
further (ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall does not apply if:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is have and would not capable of remedy;
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
Effect and was not procured or approved by a Transaction Obligor, (diii) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after does not exist at the end of the Clean-Up up Period or the Additional Acquisition Clean-up Period, nothing as applicable, and (iv) does not relate to:
1. defaults relating to (i) Financial Covenants, (ii) breach of undertakings listed in this Clause 30.12 shall prevent any 2 below, (iii) misrepresentation for representations listed in 3 below, (iv) insolvency and insolvency related events, (v) unlawfulness/invalidity/repudiation of Finance Party from taking any Documents and (vi) change of ownership;
2. breaches of undertakings relating to (i) authorisations (for the actions or from giving any notice referred to in Clause 30.11 (AccelerationFacility), or from taking any other action which it is entitled to take under (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti-money laundering, anti-corruption and anti-terrorism , (vi) the Finance Merger Documents, with respect (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and
3. misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti- terrorism , (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to that Event of DefaultTransaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.
Appears in 1 contract
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means If during the period of three months from the Acquisition Unconditional Date to the date falling 180 days after the Acquisition Date.
(b) If, during the Clean-Up Period, any event or circumstance occurs which (but for this Clause 23.3) would constitute a Default (the "Potential Event of Default") shall exist which consists of, or exists solely with respect is a direct consequence of any event or circumstance which occurred in relation to a member of the Target Group or any of its Subsidiaries (or solely with respect to its or any of their business, assets or liabilities) which constitutes a Default (other than to on or before the extent Unconditional Date, then the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):following shall apply:
(ia) the Companies must promptly Company or Bidco or the Target shall notify the Facility Agent of that factfact by fax promptly after becoming aware thereof, giving a reasonable description of:
(i) the Potential Event of the relevant event or circumstance Default and the steps, if any, the relevant member of the Group proposes to take to remedy itits causes; and
(ii) except the remedial action in relation to that Potential Event of Default which the Company and/or Bidco and/or the Target propose to take;
(b) that Potential Event of Default shall not constitute a Default, and the Facility Agent shall not with respect to that Potential Event of Default (but, for the avoidance of doubt, not so as set out in paragraph (cto restrict the Facility Agent's rights to take such action with respect to any other Event of Default which is not a Potential Event of Default) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to set out in Clause 30.11 23.2, until (Acceleration), or to take any other action (or prevent any Utilisation), with respect to assuming that Default.
(cthe Potential Event of Default is then continuing) Paragraph (b)(ii) shall not apply ifthe earlier of:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) date three months after the Acquisition Unconditional Date;; or
(ii) the Facility Agent confirming in writing to the Company and Bidco that in the reasonable opinion of the Facility Agent it is likely that a Material Adverse Effect would result from such Potential Event of Default is not capable or from the effects thereof or from the continued inaction by the Facility Agent as regards the exercise of remedy;rights under this Agreement; or
(iii) it would otherwise permit a Material Adverse Effect actually occurring. Provided that (A) the foregoing shall not apply with respect to any Utilisation to be made by a member Potential Event of the Group in respect of which Default under any of the events following Clauses 23.1(a), (b)(i) (insofar as it relates to Clause 22.1(b)), (b)(iii), (d), (f), (g), (h), (i), (n), (p), (q), 76 (r) or circumstances (s), in each case irrespective of whether or not that Potential Event of Default occurred in consequence of any event or circumstance which occurred before the Unconditional Date, and (B) any Potential Event of Default shall nevertheless constitute a Default for the purposes of Clause 4.3, save (in the case only of a Potential Event of Default consisting of a Default arising under Clause 23.1 (b)(ii), (c) or (e)) where it is demonstrated to the reasonable satisfaction of the Majority Banks that such Potential Event of Default is likely to be cured within three months after the Unconditional Date without any Material Adverse Effect occurring, and (C) where the Potential Event of Default consists of a breach of Clause 22.1(a), the date referred to in Clauses 30.5 paragraph (Cross accelerationi) (other than to above shall be taken as the extent the relevant event or circumstance has arisen as a result earlier of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) date when the Company has issued further share capital or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice incurred further Subordinated Debt as referred to in Clause 30.11 (Acceleration21.6(d)(i) and the expiry of the period referred to in the first lines of Clause 21.6(d), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
Appears in 1 contract
Clean-Up Period. (a) In Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Clause 30.12Agreement, Clean-Up Period means during the period from the date of closing (however defined) of that Permitted Acquisition Date to the date falling 180 90 days after thereafter (the Acquisition Date.
(b) If, during the “Clean-Up up Period”), if any event matter or circumstance occurs that exists exclusively in respect of any entity which is the direct or exists solely with respect to a member indirect subject of the Target Group relevant Permitted Acquisition (and which matter or solely with respect circumstance exists prior to any or on (but not after) the date of their assets the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or liabilities) which constitutes warranty, a breach of covenant or a Default (other than to the extent the relevant event or circumstance constitutes in each case, a Default under Clause 30.3 (Breach of other obligations“Clean-up Default”) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):then:
(i) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the Facility Agent of that fact, giving a reasonable description of Clean-up Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(ii) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Clean-up Default shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that not constitute a Default.
(cb) Paragraph (b)(iia) above shall not apply ifwith respect to any Clean-up Default that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy;
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it it;
(iii) has been procured by or approved by the event or circumstance giving rise to the Event of DefaultCompany; or
(viv) the Default would could reasonably be expected to have a Material Adverse Effect.
(dc) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up up Period, nothing in this Clause 30.12 there shall prevent any Finance Party from taking any be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the actions Finance Parties).
(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or from giving any notice referred would cease to in Clause 30.11 (Acceleration)be a Material Subsidiary as a result of the relevant Permitted Acquisition, or from taking any other action which it is entitled by operation of the definition of Material Subsidiary, shall continue to take under the Finance Documents, with respect to that Event of Defaultbe a Material Subsidiary.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (IHS Holding LTD)
Clean-Up Period. (a) In Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Clause 30.12Agreement, Clean-Up Period means during the period from the date of closing (however defined) of that Permitted Acquisition Date to the date falling 180 90 days after thereafter (the Acquisition Date.
(b) If, during the “Clean-Up up Period”), if any event matter or circumstance occurs that exists exclusively in respect of any entity which is the direct or exists solely with respect to a member indirect subject of the Target Group relevant Permitted Acquisition (and which matter or solely with respect circumstance exists prior to any or on (but not after) the date of their assets the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or liabilities) which constitutes warranty, a breach of covenant or a Default (other than to the extent the relevant event or circumstance constitutes in each case, a Default under Clause 30.3 (Breach of other obligations“Clean-up Default”) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):then:
(i) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the Facility Agent of that fact, giving a reasonable description of Clean-up Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(ii) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Clean-up Default shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that not constitute a Default.
(cb) Paragraph (b)(iia) above shall not apply ifwith respect to any Clean-up Default that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy;
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it it;
(iii) has been procured by or approved by the event or circumstance giving rise to the Event of DefaultCompany; or
(viv) the Default would could reasonably be expected to have a Material Adverse Effect..
(dc) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up up Period, nothing in this Clause 30.12 there shall prevent any Finance Party from taking any be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the actions Finance Parties).
(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or from giving any notice referred would cease to in Clause 30.11 (Acceleration)be a Material Subsidiary as a result of the relevant Permitted Acquisition, or from taking any other action which it is entitled by operation of the definition of Material Subsidiary, shall continue to take under the Finance Documents, with respect to that Event of Defaultbe a Material Subsidiary.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means From the period from the Acquisition Funding Date to until the date falling 180 which falls (a) 25 days after the Acquisition Funding Date.
, in the case of circumstances affecting the US Borrower and any Subsidiary that is a member of the Rockwood Group or (b) If90 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 hereunder shall not be deemed 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 and for so long as, during the such Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than circumstances giving rise to the extent the relevant event breach of representation or circumstance constitutes a warranty or breach of covenant or Default under Clause 30.3 (Breach or Event of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply if:
(i) are capable of being cured and, if Holdings, the event US Borrower or circumstance giving rise to the Default was procured or approved by any Subsidiary that is a member of the Rockwood Group or (after the date that is 30 days after the Funding Date) any other than a member Restricted Subsidiary is aware of the Target Group) after relevant circumstances at the Acquisition Datetime 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 Default US 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 capable a member of remedy;the Rockwood Group unless such other Restricted Subsidiary was legally bound to take such action; and
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are do not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If ; provided that if the relevant event or circumstances giving rise to the Event of Default are continuing on or after at the end of the applicable Clean-Up PeriodPeriod there shall be a breach of representation or warranty, nothing in this Clause 30.12 shall prevent any Finance Party from taking any breach of the actions covenant, Default or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default, as the case may be, on such date.
Appears in 1 contract
Clean-Up Period. Notwithstanding any other provision of any Finance Document:
(a) In this any breach of a representation under Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date.21 (Representations) or an undertaking under Clauses 22 (Information Undertakings) or 24 (General Undertakings); or
(b) Ifany Default or Event of Default, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than a Non‑Clean‑Up Default, will be deemed not to the extent the relevant event be a breach of representation or circumstance constitutes warranty, a breach of an undertaking, a Default, an Event of Default under Clause 30.3 (Breach of other obligations) or a reason for failure any Lender not to comply with its obligations under Clause 28.7 5.4 (Subsidiary indebtedness)):
Lenders’ participation) (ias the case may be) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of during the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply Clean‑Up Period if:
(i) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of an undertaking, a Default or an Event of Default only by reason of circumstances or matters relating exclusively to a person, business or undertaking which is the event subject of a Permitted Acquisition (including, for the avoidance of doubt, the Acquisition) (or circumstance giving rise to the Default was procured or approved by a any obligation for any member of the Group to procure or ensure in relation to any person, business or undertaking which is the subject of a Permitted Acquisition (other than a member including, for the avoidance of doubt, the Target Group) after the Acquisition DateAcquisition));
(ii) the Default it is not capable of remedyremedy and, if the Parent is aware of it, reasonable steps are going to be taken to remedy it;
(iii) the circumstances giving rise to it would otherwise permit any Utilisation to be made have not been procured by a member of or approved by the Group in respect of which any of the events Parent or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurredan Obligor;
(iv) the Default is capable of remedy but reasonable steps are it does not being taken to remedy it or the event or circumstance giving rise to the Event of Defaulthave a Material Adverse Effect; orand
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to it do not exist after the Event of Default Clean‑Up Date. If the relevant breach or circumstances are continuing on or after the end Clean‑Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (AccelerationParties), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
Appears in 1 contract
Clean-Up Period. (a) In Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Clause 30.12Agreement, Clean-Up Period means during the period from the date of closing (however defined) of that Permitted Acquisition Date to the date falling 180 90 days after thereafter (the Acquisition Date.
(b) If, during the “Clean-Up up Period”), if any event matter or circumstance occurs that exists exclusively in respect of any entity which is the direct or exists solely with respect to a member indirect subject of the Target Group relevant Permitted Acquisition (and which matter or solely with respect circumstance exists prior to any or on (but not after) the date of their assets the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or liabilities) which constitutes warranty, a breach of covenant or a Default (other than to the extent the relevant event or circumstance constitutes in each case, a Default under Clause 30.3 (Breach of other obligations“Clean-up Default”) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):then:
(i) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the Facility Agent of that fact, giving a reasonable description of Clean-up Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(ii) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Clean-up Default shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that not constitute a Default.
(cb) Paragraph (b)(iia) above shall not apply ifwith respect to any Clean-up Default that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy;
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it it;
(iii) has been procured by or approved by the event or circumstance giving rise to the Event of DefaultCompany; or
(viv) the Default would could reasonably be expected to have a Material Adverse Effect.
(dc) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up up Period, nothing in this Clause 30.12 there shall prevent any Finance Party from taking any be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the actions Finance Parties).
(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or from giving any notice referred would cease to in Clause 30.11 (Acceleration)be a Material Subsidiary as a result of the relevant Permitted Acquisition, or from taking any other action which it is entitled by operation of the definition of Material Subsidiary, shall continue to take under the Finance Documents, with respect to that Event of Default.be a Material Subsidiary.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Clean-Up Period. (a) In this Clause 30.1229.12, Clean-Up Period means the period from the Acquisition Closing Date to the date falling 180 days after the Acquisition Closing Date.
(b) If, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 29.3 (Breach of other obligations) for failure to comply with Clause 28.7 27.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 29.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply if:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Closing Date;
(ii) the Default is not capable of remedy;
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 29.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 29.6 (Insolvency), 30.7 29.7 (Creditors’ process) or 30.9 29.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 29.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 29.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities and Subscription Agreement (BHP Billiton LTD)
Clean-Up Period. (aA) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date Without prejudice to the date falling 180 days after the Acquisition Date.
provisions of section (b) If, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (cB) below, during the Clean-Up Period, no Finance Party shall be entitled to take and notwithstanding any different and further provisions of the actions or to give any notice referred to in Clause 30.11 (Acceleration)Financial Documents, or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply ifany:
(i) inaccuracy, incompleteness and untruthfulness of a declaration or guarantee issued by the event or circumstance giving rise to Recipient, also in the Default was procured or approved by a member name and on behalf of the companies of the Group and/or the Relevant Subsidiaries, pursuant to Art. 15 (other than a member Declarations) of the Target Group) after the Acquisition Date;this Agreement, or
(ii) a breach of a commitment or an obligation assumed by the Default is not capable Recipient, also in the name and on behalf of remedy;the companies of the Group and/or the Relevant Subsidiaries, pursuant to Articles 16 (Disclosure Requirements) and 18 {Commitments) of this Agreement, or
(iii) a Material Event pursuant to Art. 19 {Material Events) of this Agreement, will not constitute an inaccuracy, incompleteness or untruthfulness of declarations and guarantees, or a breach of commitments or obligations or will not be considered as a Material Event, if:
(a) it would otherwise permit refers to the company that is the subject of the Permitted Acquisition or any Utilisation to be further future acquisitions made by a member the Recipient in accordance with the provisions of this Agreement; and
(b) it occurs during the 9 (nine) months following the date of completion of the Group relative acquisition; and
(c) would have constituted (in respect the absence of which any this provision) an inaccuracy, incompleteness and untruthfulness of the events declarations and guarantees, or circumstances referred a breach of a commitment or an obligation, or a Material Event, in each case, with exclusive reference to in Clauses 30.5 (Cross acceleration) (other than a company subject to the extent Permitted Acquisition and/or to any additional companies whose shareholdings are acquired in future by the relevant event or circumstance has arisen as a result Recipient in accordance with the provisions of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;this Agreement; and
(ivd) the Default is capable of remedy but being remedied and reasonable steps are not being have been taken to remedy it or the event or circumstance situation; and
(e) the circumstances giving rise to it were not caused or approved by the Event of DefaultRecipient on or after the Utilization Date; orand, moreover,
(vf) the Default would reasonably be expected to does not have a Material Adverse Effect; and
(g) is actually remedied within 9 (nine) months, starting from the date of completion of the relative acquisition.
(dB) If the relevant event or circumstances giving rise to the Event of Default are continuing on or aforementioned violations persist after the end 9th (ninth) month following the date of completion of the Clean-Up Periodrelative acquisition, nothing in the relative provisions of this Clause 30.12 Agreement shall prevent any Finance Party from taking any apply. BANCO BPM S.p.A. Parent Company of the actions or from giving any notice referred to BANCO BPM Banking Group Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 0▇ ▇▇▇▇▇ Administrative headquarters: P▇▇▇▇▇ ▇▇▇▇▇▇, ▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ - Tel. 0▇▇ ▇▇▇▇▇▇▇ w▇▇.▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇ Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza B▇▇▇▇▇▇ ▇▇▇▇: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event Register of DefaultBanks of the Banca d'Italia and the Register of Bank Groups.
Appears in 1 contract
Sources: Loan Agreement (Alfasigma S.p.A.)
Clean-Up Period. (a) In Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Clause 30.12Agreement, Clean-Up Period means during the period from the date of closing (however defined) of that Permitted Acquisition Date to the date falling 180 90 days after thereafter (the Acquisition Date.
(b) If, during the “Clean-Up up Period”), if any event matter or circumstance occurs that exists exclusively in respect of any entity which is the direct or exists solely with respect to a member indirect subject of the Target Group relevant Permitted Acquisition (and which matter or solely with respect circumstance exists prior to any or on (but not after) the date of their assets the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or liabilities) which constitutes warranty, a breach of covenant or a Default (other than to the extent the relevant event or circumstance constitutes in each case, a Default under Clause 30.3 (Breach of other obligations“Clean-up Default”) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):then:
(i) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the Facility Agent of that fact, giving a reasonable description of Clean-up Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(ii) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Clean-up Default shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that not constitute a Default.
(cb) Paragraph (b)(iia) above shall not apply ifwith respect to any Clean-up Default that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy;
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it it;
(iii) has been procured by or approved by the event or circumstance giving rise to the Event of DefaultCompany; or
(viv) the Default would could reasonably be expected to have a Material Adverse Effect.
(dc) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up up Period, nothing in this Clause 30.12 there shall prevent any Finance Party from taking any be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the actions Finance Parties).
(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or from giving any notice referred would cease to in Clause 30.11 (Acceleration)be a Material Subsidiary as a result of the relevant Permitted Acquisition, or from taking any other action which it is entitled by operation of the definition of Material Subsidiary, shall continue to take under the Finance Documents, with respect to that Event of Defaultbe a Material Subsidiary.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 120 days after the Acquisition Closing Date.
(b) If, during the Clean-Up Period, if any event matter or circumstance occurs or that exists solely with in respect to a of any member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):would constitute:
(i) a breach of a representation or warranty made in Clause 17 (Representations); or
(ii) a breach of an undertaking in Clause 18 (Information undertakings) or Clause 20 (General undertakings); or
(iii) a Default or an Event of Default,
(a “Relevant Default”) then:
(A) promptly upon becoming aware of its occurrence, the Companies must promptly Borrower shall notify the Bridge Facility Agent of that fact, giving a reasonable description of Relevant Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the Bridge Facility Agent shall not be entitled to take any of the actions or to give any notice referred to in under Clause 30.11 21.15 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that Default.
Relevant Default until (cif that Relevant Default is then continuing) Paragraph (b)(ii) shall not apply ifthe earlier of:
(i) the event or circumstance giving rise to date immediately after the Default was procured or approved by a member end of the Group (other than a member of the Target Group) after the Acquisition Date;Clean-up Period; and
(ii) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that:
(i) the Relevant Default is not capable of remedy;; or
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the Bridge Facility Agent giving notice to the Borrower or the event or circumstance giving rise to Borrower becoming aware of the Event of occurrence that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Borrower or Bidco.
(dc) If For the relevant event avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the Bridge Facility Agent’s right to give any notice under Clause 21.15 (Acceleration) with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
Appears in 1 contract
Sources: Bridge Facility Agreement (Nordic Telephone CO ApS)
Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 90 days after the Acquisition Date.Closing Date (the “Clean-up Period”), if any matter or circumstance that exists in respect of the Company or any of its Subsidiaries would constitute (i) a breach of a representation or warranty made in Section 8; or (ii) a breach of an undertaking in Section 9 or Section 10; or (iii) a Default or an Event of Default, (a “Relevant Default”) then:
(bA) Ifpromptly upon becoming aware of its occurrence, during the Clean-Up Period, any Company shall notify the Administrative Agent of that Relevant Default and the related event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in paragraph subject to clause (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the Administrative Agent shall not be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), under Section 11.1 with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of (1) the date immediately after the end of the Clean-up Period; and (2) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(cb) Paragraph Clause (b)(iia)(B) above shall not apply ifwith respect to any Relevant Default to the extent that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Relevant Default is not capable of remedy;; or
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(ivii) the Relevant Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the Administrative Agent giving notice to the Company or the event or circumstance giving rise to Company becoming aware of the Event occurrence of that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Company or Holdings.
(dc) If For the relevant event avoidance of doubt, subject to Section 7.3, clause (a)(B) above shall not restrict the Administrative Agent’s right to take any action under Section 11.1 with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (NXP Manufacturing (Thailand) Co., Ltd.)
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means If during the period ending on the date three months from the Acquisition Unconditional Date to the date falling 180 days after the Acquisition Date.
(b) If, during the Clean-Up Period, any event or circumstance occurs which (but for this Clause 24.3) would constitute a Default (the "POTENTIAL EVENT OF DEFAULT") shall exist which consists of, or exists solely with respect is a direct consequence of any event or circumstance which occurred in relation to a member of the Target Group or any of its Subsidiaries (or solely with respect to its or any of their business, assets or liabilities) which constitutes a Default (other than to on or before the extent Unconditional Date, then the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):following shall apply:
(ia) the Companies must promptly Company or Bidco or the Target shall notify the Facility Agent of that factfact by fax promptly after becoming aware thereof, giving a reasonable description of:
(i) the Potential Event of the relevant event or circumstance Default and the steps, if any, the relevant member of the Group proposes (so far as known to take to remedy itthem) its causes; and
(ii) except any remedial action in relation to that Potential Event of Default which the Company and/or Bidco and/or the Target propose to take or procure is taken;
(b) that Potential Event of Default shall not constitute a Default, and the Facility Agent shall not with respect to that Potential Event of Default (but, for the avoidance of doubt, not so as set out in paragraph (cto restrict the Facility Agent's rights to take such action with respect to any other Event of Default which is not a Potential Event of Default) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to set out in Clause 30.11 24.2, until (Acceleration), or to take any other action (or prevent any Utilisation), with respect to assuming that Default.
(cthe Potential Event of Default is then continuing) Paragraph (b)(ii) shall not apply ifthe earlier of:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) date three months after the Acquisition Unconditional Date;; or
(ii) the date on which, as a direct consequence of it being reasonably likely that a Material Adverse Effect would result from such Potential Event of Default or from the effects thereof or from the continued inaction by the Facility Agent and the Banks as regards the exercise of rights under this Agreement, the Facility Agent on the instructions of the Majority Banks has confirmed in writing to the Company that it is not capable of remedy;so reasonably likely; or
(iii) it would otherwise permit a Material Adverse Effect actually occurring as a direct consequence of that Potential Event of Default. Provided that (A) the foregoing shall not apply with respect to any Utilisation to be made by a member Potential Event of the Group in respect of which Default under any of the events or circumstances referred to in Clauses 30.5 24.1(a), (Cross accelerationb)(iii), (d), (e)(i) (other than to the extent the relevant in consequence only of Borrowings being declared due and payable or capable of being declared due and payable which are not Refinancing Debt), (f), (g), (h), (i), (j), (l), (p), (q), (r), (s), (t), or (v) in each case irrespective of whether or not that Potential Event of Default occurred in consequence of any event or circumstance has arisen as a result of which occurred before the Acquisition)Unconditional Date, 30.6 and (Insolvency), 30.7 (Creditors’ processB) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the any Potential Event of Default are continuing on shall nevertheless constitute a Default for the purposes of Clause 4.3, save (in the case only of a Potential Event of Default consisting of a Default arising under Clause 24.1 (b)(ii), (c) or (e) (i) (in consequence as aforesaid)) where it is demonstrated to the reasonable satisfaction of the Majority Offer Banks that such Potential Event of Default is likely to be cured within three months after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent Unconditional Date without any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of DefaultMaterial Adverse Effect occurring.
Appears in 1 contract
Sources: Facility Agreement (Pacificorp /Or/)
Clean-Up Period. (a) In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date.
(b) IfNotwithstanding any other provision of any Finance Document, during the Clean-Up PeriodPeriod (relating to the Acquisition or a Future Acquisition), any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply ifconstitutes:
(i) the event any breach of a Clean-Up Representation or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;Clean-Up Undertaking; or
(ii) the any Event of Default is constituting a Clean-Up Default, will be deemed not capable of remedy;
(iii) it would otherwise permit any Utilisation to be made by a breach of representation or warranty, a breach of covenant, a Default or an Event of Default (as the case may be) with respect to (in the case of the Clean-Up Period relating to the Acquisition) any Target Group Member or (in the case of the Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of which any such Future Acquisition if:
(A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant, a Default or an Event of Default only by reason of circumstances relating exclusively to such Target Group Member or, as the case may be, such member of the events Future Target Group (or circumstances referred any obligation to procure or ensure in Clauses 30.5 (Cross acceleration) (other than relation to such Target Group Member or, as the extent the relevant event or circumstance has arisen as a result case may be, such member of the AcquisitionFuture Target Group), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(ivB) the Default it is capable of remedy but on or before the expiry of such Clean-Up Period and reasonable steps are not being taken to remedy it or it;
(C) the event or circumstance circumstances giving rise to it have not been procured by or approved by any Transaction Obligor, Holdco, the Event of DefaultParent, the Company or any other Group Member; orand
(vD) the Default it would not reasonably be expected to have a Material Adverse Effect.
(d) If the relevant , provided that if such event or circumstances giving rise to the Event of Default are circumstance is continuing on or after the end expiry of such Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant, Default or Event of Default, as the case may be notwithstanding the above (and the rights and remedies of the Finance Parties in respect thereof shall be fully preserved).
(b) If, on or before the expiry of a Clean-Up Period relating to the Acquisition or a Future Acquisition), any event or circumstance has occurred with respect to (in the case of the Clean-Up Period, nothing Period relating to the Acquisition) any Target Group Member or (in this Clause 30.12 shall prevent any Finance Party from taking any the case of the actions Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of such Future Acquisition which would constitute a Clean-Up Default have occurred, as soon as reasonably practicable after becoming aware of its occurrence or from giving any notice referred existence, the Borrower shall notify the Facility Agent of that Clean-Up Default and such event or circumstance (and the steps, if any, being taken to in Clause 30.11 (Accelerationremedy it), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
Appears in 1 contract
Clean-Up Period. (a) In this Clause 30.12Clause, Clean-Up Period means the period from the Acquisition Unconditional Date to the date falling 180 days after the Acquisition Unconditional Date.
(b) If, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 31.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtednessIndebtedness) or Clause 30 (Refinancing of Target Indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 31.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default.
(c) Paragraph (b)(ii) shall not apply if:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Unconditional Date;
(ii) the Default is not capable of remedy;
(iii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 31.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 31.6 (Insolvency), 30.7 31.7 (Creditors’ process) or 30.9 31.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 31.12 (Clean-Up Period) shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 31.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default.
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Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 120 days after the Acquisition Closing Date.
(b) If, during the Clean-Up Period, if any event matter or circumstance occurs or that exists solely with in respect to a of any member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):would constitute:
(i) a breach of a representation or warranty made in Clause 22 (Representations); or
(ii) a breach of an undertaking in Clause 23 (Information undertakings) or Clause 25 (General undertakings); or
(iii) a Default or an Event of Default,
(a “Relevant Default”) then:
(A) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the Facility Agent of that fact, giving a reasonable description of Relevant Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the Facility Agent shall not be entitled to take any of the actions or to give any notice referred to in under Clause 30.11 26.18 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that Default.
Relevant Default until (cif that Relevant Default is then continuing) Paragraph (b)(ii) shall not apply ifthe earlier of:
(i) the event or circumstance giving rise to date immediately after the Default was procured or approved by a member end of the Group (other than a member of the Target Group) after the Acquisition Date;Clean-up Period; and
(ii) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that:
(i) the Relevant Default is not capable of remedy;; or
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the Facility Agent giving notice to the Company or the event or circumstance giving rise to Company becoming aware of the Event of occurrence that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Company or Bidco.
(dc) If For the relevant event avoidance of doubt, subject to Clause 4.3 (Certain Funds), paragraph (a)(B) above shall not restrict the Facility Agent’s right to give any notice under Clause 26.18 (Acceleration) with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
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Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Clean-Up Period. (a) In Notwithstanding any other term of this Clause 30.12Agreement, Clean-Up Period means in respect of an acquisition permitted or not prohibited by the period terms of this Agreement (the “Approved Acquisition”) and made on or after the Closing Date, from the date of closing of the Approved Acquisition Date to the date falling 180 ninety days after thereafter (the “Clean-up Period”), if any matter or circumstance that exists in respect of any person, undertaking or business which is the direct or indirect subject of the Approved Acquisition Date.
would constitute a breach of a representation, an undertaking or any other term or condition under the Finance Documents or a Default or an Event of Default (a “Relevant Default”) then subject to paragraph (b) If, during the Clean-Up Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):
(i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and
(ii) except as set out in paragraph (c) below, during the Clean-Up Periodup Period that Relevant Default shall not constitute a breach of a representation, no undertaking or any other term or condition under the Finance Party Documents or a Default or an Event of Default and the Agent shall not be entitled to take any of the actions or to give any notice referred to in under Clause 30.11 28.9 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that DefaultRelevant Default until (if that Relevant Default is then continuing) the date immediately after the end of the Clean-up Period.
(cb) Paragraph (b)(iia) above shall not apply ifwith respect to any Relevant Default to the extent that it:
(i) is not capable of being cured or, if the event or circumstance giving rise Company is aware of the relevant circumstances at the time, reasonable steps are not being used to cure the Default was same;
(ii) has been procured by or approved by a member of the Group (other than a provided that knowledge of the Relevant Default does not equate to procurement or approval by that member of the Target Group) after the Acquisition Date;
(ii) the Default is not capable of remedy);
(iii) it would otherwise permit any Utilisation has, or could reasonably expected to be made by have, a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;Material Adverse Effect; or
(iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it or the event or circumstance giving rise to the Event of Default; or
(v) the Default would reasonably be expected to have a Material Adverse Effect.
(d) If the relevant event or circumstances giving rise to the Event of Default are continuing on or after at the end of the Clean-Up up Period (and, for the avoidance of doubt, if the Relevant Default is continuing at the end of the Clean-up Period, nothing in this Clause 30.12 the Lenders shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is then be entitled to take under the Finance Documents, with respect exercise any available rights in relation to that Event of continuing Relevant Default.).
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Sources: Revolving Facility Agreement (Manchester United PLC)
Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 120 days after the Acquisition Closing Date.
(b) If, during the Clean-Up Period, if any event matter or circumstance occurs or that exists solely with in respect to a of any member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):would constitute:
(i) a breach of a representation or warranty made in Clause 17 (Representations); or
(ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or
(iii) a Default or an Event of Default,
(a “Relevant Default”) then:
(A) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the PIK Facility Agent of that fact, giving a reasonable description of Relevant Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to take any of the actions or to give any notice referred to in under Clause 30.11 21.17 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of:
(iv) the date immediately after the end of the Clean-up Period; and
(v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(cb) Paragraph (b)(iia)(B) above shall not apply ifwith respect to any Relevant Default to the extent that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Relevant Default is not capable of remedy;; or
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the event or circumstance giving rise to Company becoming aware of the Event of occurrence that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Company or Bidco.
(dc) If For the relevant event avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent’s right to give any notice under Clause 21.17 (Acceleration) with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
Appears in 1 contract
Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 120 days after the Acquisition Date.
Closing Date (b) If, during the “Clean-Up up Period”), if any event matter or circumstance occurs or that exists solely with in respect to a of any member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):would constitute:
(i) a breach of a representation or warranty made in Clause 17 (Representations); or
(ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or
(iii) a Default or an Event of Default,
(a “Relevant Default”) then:
(A) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the PIK Facility Agent of that fact, giving a reasonable description of Relevant Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to take any of the actions or to give any notice referred to in Clause 30.11 under Section 6.02 of Schedule 9 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of:
(iv) the date immediately after the end of the Clean-up Period; and
(v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(cb) Paragraph (b)(iia)(B) above shall not apply ifwith respect to any Relevant Default to the extent that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Relevant Default is not capable of remedy;; or
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the event or circumstance giving rise to Company becoming aware of the Event of occurrence that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Company or Bidco.
(dc) If For the relevant event avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent’s right to give any notice under Section 6.02 of Schedule 9 (Acceleration) with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
Appears in 1 contract
Clean-Up Period. (a) In Notwithstanding any other terms of this Clause 30.12Agreement, Clean-Up Period means during the period from commencing on the Acquisition Closing Date to the date falling 180 and expiring 120 days after the Acquisition Closing Date.
(b) If, during the Clean-Up Period, if any event matter or circumstance occurs or that exists solely with in respect to a of any member of the Target Group (or solely with respect to any of their assets or liabilities) which constitutes a Default (other than to the extent the relevant event or circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)):would constitute:
(i) a breach of a representation or warranty made in Clause 17 (Representations); or
(ii) a breach of an undertaking in Clause 18 (Information Undertakings) or Clause 20 (General Undertakings); or
(iii) a Default or an Event of Default, (a "Relevant Default") then:
(A) promptly upon becoming aware of its occurrence, the Companies must promptly Company shall notify the PIK Facility Agent of that fact, giving a reasonable description of Relevant Default and the relevant related event or circumstance (and the steps, if any, the relevant member of the Group proposes to take being taken to remedy it); and
(iiB) except as set out in subject to paragraph (cb) below, during the Clean-Up Period, no Finance Party up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to take any of the actions or to give any notice referred to in under Clause 30.11 21.17 (Acceleration), or to take any other action (or prevent any Utilisation), ) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of:
(iv) the date immediately after the end of the Clean-up Period; and
(v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default.
(cb) Paragraph (b)(iia)(B) above shall not apply ifwith respect to any Relevant Default to the extent that:
(i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) after the Acquisition Date;
(ii) the Relevant Default is not capable of remedy;; or
(iiiii) it would otherwise permit any Utilisation to be made by a member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or 30.9 (Security enforceable) have occurred;
(iv) the Default is capable of remedy but and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the event or circumstance giving rise to Company becoming aware of the Event of occurrence that Relevant Default; or
(viii) the Relevant Default would reasonably be expected to have a Material Adverse Effecthas been procured by or approved by the Company or Bidco.
(dc) If For the relevant event avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent's right to give any notice under Clause 21.17 (Acceleration) with respect to any Default or circumstances giving rise to the Event of Default are continuing on or after the end of the Clean-Up Period, nothing in this Clause 30.12 shall prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 30.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of not a Relevant Default.
Appears in 1 contract