Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date. (b) Notwithstanding any other term of this Agreement, during the Clean-Up Period a breach of: (i) any of the representations set out in Clause 19.2 (Status) to Clause 19.19 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 (Compliance with laws) (B) Clause 22.5 (Negative pledge); (C) Clause 22.6 (Disposals); (D) Clause 22.7 (Financial Indebtedness); (E) Clause 22.10 (Environmental matters); (F) Clause 22.11 (Insurance); (G) Clause 22.13 (Sanctions); and (H) Clause 22.15 (Acquisitions), (iii) any of the following Events of Default: (A) Clause 23.3 (Breach of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if: (i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of being remedied and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Company or any other Obligor; and (iv) it is not reasonably likely to have a Material Adverse Effect. (c) If the relevant circumstances are outstanding on or after the end of the Clean-Up Period, there shall be a breach of representation, a breach of covenant or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date. (b) Notwithstanding any other term of this Agreement, during the Clean-Up Period a breach of: (i) any of the representations set out in Clause 19.2 17.2 (Status) to Clause 19.19 17.19 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 20.3 (Compliance with laws) (B) Clause 22.5 20.5 (Negative pledge); (C) Clause 22.6 20.6 (Disposals); (D) Clause 22.7 20.7 (Financial Indebtedness); (E) Clause 22.10 20.10 (Environmental matters); (F) Clause 22.11 20.11 (Insurance); (G) Clause 22.13 20.13 (Sanctions); and (H) Clause 22.15 20.15 (Acquisitions), (iii) any of the following Events of Default: (A) Clause 23.3 21.3 (Breach of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 21.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Clause 23.5 21.5 (Cross-default); (D) Clause 23.8 21.8 (Creditors’ process); and (E) Clause 23.12 21.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if: (i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of being remedied and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Company or any other Obligor; and (iv) it is not reasonably likely to have a Material Adverse Effect. (c) If the relevant circumstances are outstanding on or after the end of the Clean-Up Period, there shall be a breach of representation, a breach of covenant or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) For the purposes Notwithstanding any term of this Clause, Clean-Up Period means the period from and including the Offer Closing Date Agreement but subject to and including the date falling 160 days after the Offer Closing Date. paragraph (b) Notwithstanding any other term of this Agreementbelow, during the Clean-Up Period references to the Group or any member of the Group in the following Subclauses will not include any company which is a breach ofmember of the Target Group as at the Unconditional Date: (i) any of the representations set out in Clause 19.2 20.17 (Status) to Clause 19.19 (SanctionsLicences); (ii) any of the following covenants:Clause 20.18 (Environmental laws and licenses); (Aiii) Clause 22.3 20.19 (Compliance with lawsEnvironmental releases); (Biv) Clause 22.5 21.1 (Financial statements); (v) Clause 21.4 (Information — miscellaneous); (vi) Clause 23.4 (Negative pledge); (Cvii) Clause 22.6 23.6 (Disposals); (Dviii) Clause 22.7 23.7 (Financial IndebtednessAcquisitions); (Eix) Clause 22.10 23.8 (Environmental mattersMerger); (Fx) Clause 22.11 23.10 (Insurance); (Gxi) Clause 22.13 23.14 (SanctionsChange of fiscal year); (xii) Clause 23.15 (Guarantees); (xiii) Clause 23.16 (Loans out); (xiv) Clause 23.17 (Subsidiary indebtedness); (xv) Clause 24.7 (a) and (c) through (e) (each inclusive) (Cross default); and (Hxvi) Clause 22.15 24.8 (AcquisitionsAdverse judgement), (iii) any , provided that the Company shall and shall procure that each member of the following Events of Default: Merck Group shall use commercially and legally reasonable efforts (A) Clause 23.3 (Breach of other obligationswirtschaftlich und rechtlich zumutbare Anstrengungen) (but only which, for the avoidance of doubt, are in so far as it relates the absence of a domination agreement limited to any those rights a shareholder can exercise in compliance with applicable law) to ensure compliance with the provisions of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates Clauses referred to any of the representations set out in paragraph (i) above); (C) Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if: (i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only above by reason of circumstances relating exclusively to any member of the Target Group (as if any reference to the Group or a member of the Group included any obligation to procure or ensure in relation to company which is a member of the Target Group. (b) Paragraph (a) above shall not apply: (i) if and to the extent any member of the Merck Group which is a direct or indirect shareholder of the Target is in a position to procure compliance by the relevant member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above in whole or in part by virtue of any matter contemplated in any of these provisions requiring shareholder approval of the shareholders of the Target and/or supervisory board approval of the supervisory board of the Target; (ii) where non-compliance by any member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above has been procured or approved by any member of the Merck Group; or (iii) where non-compliance by any member of the Target Group with the provisions of the Clauses referred to in paragraph (a) above results in or is reasonably likely to result in a material adverse effect on the ability of any Obligor to perform any of its payment obligations under any Finance Document. (c) After the end of the Clean-Up Period references to the Group or any member of the Group in the following Subclauses will not include any company which is a member of the Target Group as at the Unconditional Date: (i) for a period of 3 months after the end of the Clean-Up Period with respect to Clause 20.17 (Licences), Clause 23.15 (Guarantees), Clause 23.16 (Loans out), Clause 23.17 (Subsidiary indebtedness) and in respect of any member of the Target Group other than Target and any financing Subsidiary of Target Clause 24.7(a) and (c) through (e) (each inclusive) (Cross default); (ii) it is capable for a period of being remedied 6 months after the end of the Clean-Up Period with respect to Clause 20.18 (Environmental laws and reasonable steps are being taken to remedy itlicences), Clause 20.19 (Environmental releases) and Clause 23.4 (Negative pledge); (iii) for a period of 1 month after the circumstances giving rise end of the Clean-Up Period with respect to it have not been procured by or approved by the Company or Clause 21.1 (Financial statements), Clause 21.4 (Information — miscellaneous), Clause 23.6 (Disposals), Clause 23.7 (Acquisitions), Clause 23.8 (Merger), Clause 23.10 (Insurance), in respect of Target and any other Obligorfinancing Subsidiary of Target only Clause 24.7 (a) and (c) through (e) (each inclusive) (Cross default) and Clause 24.8 (Adverse judgement); and (iv) it is not reasonably likely with respect to have a Material Adverse Effect. Clause 23.7 (cAcquisitions) If and Clause 23.8 (Merger), for any transaction that has been entered into prior to the end of the Clean-Up Period where the relevant circumstances are outstanding member of the Target Group is legally obliged to complete the relevant transaction at a date falling on or after the end of the Clean-Up Period, there provided that the Company shall be a breach and shall procure that each member of representation, a breach the Merck Group shall continue to use its reasonable best efforts to ensure compliance with the provisions of covenant the Clauses referred to above by any member of the Target Group as if any reference to the Group or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies member of the Finance Parties)Group included any company which is a member of the Target Group.

Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date. (b) Notwithstanding any other term purpose of this Agreement, during for the period from the Completion Date until the date falling 3 months after the Completion Date (the “Clean-Up Period Period”), a breach of: (i) any of the representations set out in and warranties under Clause 19.2 15.9 (Status) to Clause 19.19 No Material Proceedings), 15.10 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 (Compliance with laws) (B) Clause 22.5 (Negative pledge); (C) Clause 22.6 (Disposals); (D) Clause 22.7 (No Security Interests/Guarantees/Financial Indebtedness); , 15.11 (ELabour Disputes), or 15.12(b) Clause 22.10 (Environmental mattersAssets); (F) Clause 22.11 (Insurance); (G) Clause 22.13 (Sanctions); and (H) Clause 22.15 (Acquisitions), (iii) any , or a breach of the following Events covenants specified in Clauses 16.4 (Insurances), 17.3 (Arm’s Length Transactions), 17.4 (Negative Pledge), 17.6 (Indebtedness), 17.7 (Guarantees), 17.8 (Loans), 17.10 (Hedging Transactions), 17.11 (Joint Ventures), 16.11 (Cash Management) or 19.2 (Books of Default: (AAccount) Clause 23.3 (Breach or an Event of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Default under Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental ClaimsCross Default), 23.11 (Attachment or Process), 23.14(Litigation), or 23.18 (Judgment) will be deemed not to be a breach of representation, representation or warranty or a breach of covenant or a an Event of Default (as the case may be) if: (i) if it would have been (if it were not for this provision) a breach of representation, representation or warranty or a breach of covenant or a an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of being remedied its Subsidiaries if and reasonable steps are being taken to remedy it; (iii) for so long as the circumstances giving rise to it the relevant breach of representation or warranty or breach of covenant or Event of Default: (a) do not have a Material Adverse Effect; (b) have not been procured by or approved by the Company or any other Obligor▇▇▇▇▇; and (iv) it is not reasonably likely to have a Material Adverse Effect. (c) If if capable of remedy, have been remedied within the relevant circumstances are outstanding on or after the end of the Clean-Up Period, and provided that if the relevant circumstances are continuing at the end of the relevant Clean-up Period there shall be a breach of representationrepresentation or warranty, a breach of covenant or a Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date. (b) Notwithstanding any other term provision of this Agreement, during the Clean-Up Period a breach ofany Finance Document: (i) any breach of the representations representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clause 19.2 (Status) to Clause 19.19 Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (ii) any breach of the following covenants: any undertakings specified in Clause 27 (AGeneral Undertakings) Clause 22.3 (Compliance except in relation with laws) (B) Clause 22.5 (Negative pledge); (C) Clause 22.6 (Disposals); (D) Clause 22.7 (Financial Indebtedness); (E) Clause 22.10 (Environmental matters); (F) Clause 22.11 (Insurance); (G) Clause 22.13 any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); and (H) Clause 22.15 (Acquisitions),or (iii) any Event of the following Events of Default: Default (A) Clause 23.3 (Breach of other obligations) (but only except in so far as it relates to relation with any of the undertakings representation set out in paragraph Clauses 24.23 (iiSanctions) above); , 24.24 (BAnti-Corruption) Clause 23.4 and 24.25 (MisrepresentationAnti-money Laundering) (but only in so far as it relates to any of the representations or undertaking set out in paragraph Clauses 27.30 (iSanctions) aboveand 27.31 (Anti-corruption Law and Anti-money Laundering); (C) Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representationrepresentation or warranty, a breach of covenant or a an Event of Default (as the case may be) if: (iA) it would have been (if it were not for this provision) a breach of representationrepresentation or warranty, a breach of covenant or a an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (iiB) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of being remedied remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (iiiD) the circumstances giving rise to it have not been procured by or approved by the Company Parent (in relation to the Acquisition) or any other Obligormember of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (ivE) it does not have or is not reasonably likely to have a Material Adverse Effect. (cb) If Notwithstanding the above, if the relevant circumstances are outstanding continuing on or after the end last day of the Clean-Up Period, there shall be a breach of representationrepresentation or warranty, a breach of covenant or a Event of Default, as the case may be, notwithstanding the above be (and without prejudice to the any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) For the purposes of In this Clause, Clean-Up Period means the period from and including the Offer Closing Unconditional Date to and including the date falling 160 180 days after the Offer Closing Unconditional Date. (b) Notwithstanding any other term of this AgreementIf, during the Clean-Up Period Period, any event or circumstance occurs or exists solely with respect to a breach of: (i) any of the representations set out in Clause 19.2 (Status) to Clause 19.19 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 (Compliance with laws) (B) Clause 22.5 (Negative pledge); (C) Clause 22.6 (Disposals); (D) Clause 22.7 (Financial Indebtedness); (E) Clause 22.10 (Environmental matters); (F) Clause 22.11 (Insurance); (G) Clause 22.13 (Sanctions); and (H) Clause 22.15 (Acquisitions), (iii) any of the following Events of Default: (A) Clause 23.3 (Breach of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental Claims), will be deemed not to be a breach of representation, a breach of covenant or a Default (as the case may be) if: (i) it would have been (if it were not for this provision) a breach of representation, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or solely with respect to any obligation of their assets or liabilities) which constitutes a Default (other than to procure the extent the relevant event or ensure circumstance constitutes a Default under Clause 31.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary Indebtedness) 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 relation 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 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 Unconditional Date; (ii) it the Default is not capable of being remedied and reasonable steps are being taken to remedy itremedy; (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 giving rise referred to it in Clauses 31.5 (Cross acceleration) (other than to the extent the relevant event or circumstance has arisen as a result of the Acquisition), 31.6 (Insolvency), 31.7 (Creditors’ process) or 31.9 (Security enforceable) have not been procured by or approved by the Company or any other Obligor; andoccurred; (iv) the Default is capable of remedy but reasonable steps are not being taken to remedy it is not or the event or circumstance giving rise to the Event of Default; or (v) the Default would reasonably likely be expected to have a Material Adverse Effect. (cd) If the relevant event or circumstances giving rise to the Event of Default are outstanding continuing on or after the end of the Clean-Up Period, there nothing in this Clause 31.12 (Clean-Up Period) shall be a breach of representation, a breach of covenant or a Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies prevent any Finance Party from taking any of the actions or from giving any notice referred to in Clause 31.11 (Acceleration), or from taking any other action which it is entitled to take under the Finance Parties)Documents, with respect to that Event of Default.

Clean-Up Period. (a) For the purposes of this Clause, Clean-Up Period means the period from and including the Offer Closing Date to and including the date falling 160 days after the Offer Closing Date. (b) Notwithstanding any other term purpose of this Agreement, during for the period from the Completion Date until the date falling 3 months after the Completion Date (the “Clean-Up Period Period”), a breach of: (i) any of the representations set out in and warranties under Clause 19.2 15.9 (Status) to Clause 19.19 No Material Proceedings), 15.10 (Sanctions); (ii) any of the following covenants: (A) Clause 22.3 (Compliance with laws) (B) Clause 22.5 (Negative pledge); (C) Clause 22.6 (Disposals); (D) Clause 22.7 (No Security Interests/Guarantees/Financial Indebtedness); , 15.11 (ELabour Disputes), or 15.12(b) Clause 22.10 (Environmental mattersAssets); (F) Clause 22.11 (Insurance); (G) Clause 22.13 (Sanctions); and (H) Clause 22.15 (Acquisitions), (iii) any , or a breach of the following Events covenants specified in Clauses 16.4 (Insurances), 17.3 (Arm’s Length Transactions), 17.4 (Negative Pledge), 17.6 (Indebtedness), 17.7 (Guarantees), 17.8 (Loans), 17.10 (Hedging Transactions), 17.11 (Joint Ventures), 16.11 (Cash Management) or 19.2 (Books of Default: (AAccount) Clause 23.3 (Breach or an Event of other obligations) (but only in so far as it relates to any of the undertakings set out in paragraph (ii) above); (B) Clause 23.4 (Misrepresentation) (but only in so far as it relates to any of the representations set out in paragraph (i) above); (C) Default under Clause 23.5 (Cross-default); (D) Clause 23.8 (Creditors’ process); and (E) Clause 23.12 (Environmental ClaimsCross Default), 23.11 (Attachment or Process), 23.14(Litigation), or 23.18 (Judgment) will be deemed not to be a breach of representation, representation or warranty or a breach of covenant or a an Event of Default (as the case may be) if: (i) if it would have been (if it were not for this provision) a breach of representation, representation or warranty or a breach of covenant or a an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group); (ii) it is capable of being remedied its Subsidiaries if and reasonable steps are being taken to remedy it; (iii) for so long as the circumstances giving rise to it the relevant breach of representation or warranty or breach of covenant or Event of Default: (a) do not have a Material Adverse Effect; (b) have not been procured by or approved by the Company or any other ObligorBidco; and (iv) it is not reasonably likely to have a Material Adverse Effect. (c) If if capable of remedy, have been remedied within the relevant circumstances are outstanding on or after the end of the Clean-Up Period, and provided that if the relevant circumstances are continuing at the end of the relevant Clean-up Period there shall be a breach of representationrepresentation or warranty, a breach of covenant or a Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).