Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 hereof).

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment Investment and ending on the date 30 thirty (30) days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.48.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by Holdings or the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 8.02 hereof).

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.48.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 8.02 hereof).

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document(including Section 7.01(c)), during the period commencing on from and including the closing date of any Permitted Acquisition or investment Term Funding Date and ending on the date that is 30 days thereafter after the Term Funding Date (the “Clean Up Clean-up Period”) (a) any breach or default of ), if any representation or warranty under ARTICLE 2 (other than the Specified Representations) made by the Company in the Loan Documents or in any other Loan Document certificate or a covenant under writing furnished pursuant to this Agreement (other than any certificate furnished pursuant to Section 4.02(f) or 4.02(g)) shall prove to have been incorrect when made solely by reason of any other Loan Document or (b) any Event of Defaultcircumstance relating to the Cavium Business, will be deemed not to be a such breach of such representation or warranty shall not constitute a Default or covenant or an Event of Default (as the case may beother than for purposes of Section 4.03 or 5.02(a)) if (i) it would have been (if it were not and for this Section 16.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) so long as the circumstances giving rise to it such breach of such representation or warranty (a) are capable of being remedied within the Clean-Up Period and the Company and the Subsidiaries are taking appropriate steps to remedy such breach, (b) do not have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse EffectEffect and (c) were not procured by or approved by the Company or any of the Subsidiaries (other than the Cavium Business). If the relevant circumstances are continuing on or after the date immediately following the end expiration of the Clean Up Clean-up Period, there shall be a the breach of such representation or warranty, breach if otherwise constituting a Default or an Event of covenant Default, shall then constitute a Default or an Event of Default, as the case may be, notwithstanding the above immediately preceding sentence (and without prejudice to the rights and remedies of the Agents and the Lenders as hereunder). For the avoidance of doubt, nothing in this Section 7.02 shall affect the conditions precedent set forth in Section 16.2 hereof)Article IV.

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.415.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 15.2 hereof).. ​ 157

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document(including Section 7.01(c)), during the period commencing on from and including the closing date of any Permitted Acquisition or investment Term Funding Date and ending on the date that is 30 days thereafter after the Term Funding Date (the “Clean Up Clean-up Period”) (a) any breach or default of ), if any representation or warranty under ARTICLE 2 (other than the Specified Representations) made by the Company in the Loan Documents or in any other Loan Document written statement or a covenant under certificate furnished pursuant to this Agreement (other than any certificate furnished pursuant to Section 4.02(b) (to the extent relating to the Specified Representations) or 4.02(f)) shall prove to have been incorrect when made solely by reason of any other Loan Document or (b) any Event of Defaultcircumstance relating to the Acquired Company and its subsidiaries, will be deemed not to be a such breach of such representation or warranty shall not constitute a Default or covenant or an Event of Default (as the case may beother than for purposes of Sections 4.03 and 5.02(a)) if (i) it would have been (if it were not and for this Section 16.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) so long as the circumstances giving rise to it such breach of such representation or warranty (a) are capable of being remedied within the Clean-Up Period and the Company and its Subsidiaries are taking appropriate steps to remedy such breach, (b) do not have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse EffectEffect and (c) were not procured by or approved by the Company or any of its Subsidiaries (other than the Acquired Company and its subsidiaries). If the relevant circumstances are continuing on or after the date immediately following the end expiration of the Clean Up Clean-up Period, there shall be a the breach of such representation or warranty, breach if otherwise constituting a Default or an Event of covenant Default, shall then constitute a Default or an Event of Default, as the case may be, notwithstanding the above immediately preceding sentence (and without prejudice to the rights and remedies of the Administrative Agent and the Lenders as hereunder). For the avoidance of doubt, nothing in this Section 7.02 shall affect the conditions precedent set forth in Section 16.2 hereof)Article IV.

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.48.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 8.02 hereof).. 180

Clean-Up Period. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under ARTICLE 2 Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be 156 deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 16.48.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 16.2 8.02 hereof).