Common use of Litigation; Loss Contingencies and Violations Clause in Contracts

Litigation; Loss Contingencies and Violations. There are no actions, suits, proceedings, arbitrations or, to the knowledge of any member of the Borrower’s Senior Management Team, threatened in writing against the Borrower, any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) would reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07). There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (i) in violation of any applicable Requirements of Law which violation would reasonably be expected to have a Material Adverse Effect, or (ii) subject to, or in default with respect to, any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in Schedules 5.7 and 5.18 to this Agreement, there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations investigation of which the Borrower has Knowledge or arbitration before or by any Governmental Authority or private arbitrator pending or, to the knowledge of any member Knowledge of the Borrower’s Senior Management TeamBorrower or any of its Restricted Subsidiaries, threatened in writing against the BorrowerTarget, the Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Propertyi) that (a) challenges challenging the validity or the enforceability of any material provision of the Loan Transaction Documents or (bii) would which if resolved in a manner adverse to the Target, the Borrower or any Restricted Subsidiary of the Borrower will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)Effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the financial statements delivered pursuant to Section 5.4 or the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(a6.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse Effect, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are no actions, suits, proceedings, arbitrations or, to the knowledge of any member of the Borrower’s Senior Management Team, threatened in writing against the Borrower, Energizer Holdings, Inc. or any of its Restricted Subsidiaries (after giving effect to the Acquisition) or any property of any of them (including, without limitation, any Intellectual Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or would reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07). There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section ‎Section 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (i) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (ii) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the knowledge of any member of the Borrower’s Senior Management Team's knowledge, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Propertyi) that (a) challenges challenging the validity or the enforceability of any material provision of the Loan Transaction Documents or (bii) which will have or would reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)Effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(aSECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in Schedule 6.7 (the "Disclosed Litigation"), there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge after diligent inquiry) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge of any member of the Borrower’s Senior Management Teamafter diligent inquiry, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them them. None of the Disclosed Litigation (including, without limitation, any Intellectual Property) that (ai) challenges the validity or the enforceability of any material provision of the Loan Documents or (bii) would will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)or result in liability, individually or in the aggregate, in excess of $7,500,000. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower and its Subsidiaries prepared and delivered pursuant to Section 7.01(a7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse EffectEffect or result in liability, individually or in the aggregate, in excess of $7,500,000, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in SCHEDULE 6.7 to this Agreement which lists all pending litigation involving individual claims against the Borrower or any of its Subsidiaries of more than $1,000,000, there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the knowledge of any member of the Borrower’s Senior Management Team's knowledge, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Propertyi) that (a) challenges challenging the validity or the enforceability of any material provision of the Loan Transaction Documents or (bii) would which will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)Effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(aSECTION 7.1(D) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse Effect, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in Schedule 6.7 to this Agreement which lists all pending litigation involving individual claims against the Borrower or any of its Subsidiaries of more than $1,000,000, there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the knowledge of any member of the Borrower’s Senior Management Team's knowledge, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Propertyi) that (a) challenges challenging the validity or the enforceability of any material provision of the Loan Documents or (bii) would which will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)Effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(a7.1(D) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse Effect, or (ii) subject to, B)subject to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are no actions, suits, proceedings, arbitrations or, to the knowledge of any member of the Borrower’s Senior Management Team, threatened in writing against the Borrower, Energizer Holdings, Inc. or any of its Restricted Subsidiaries (after giving effect to the Acquisition) or any property of any of them (including, without limitation, any Intellectual Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or would reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07). There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (i) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (ii) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in SCHEDULE 6.7 (the "DISCLOSED LITIGATION"), there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge after diligent inquiry) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge of any member of the Borrower’s Senior Management Teamafter diligent inquiry, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Property) that (ai) challenges the validity or the enforceability of any material provision of the Loan Documents or (bii) would will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)or result in liability, individually or in the aggregate in excess of $1,000,000. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower and its Subsidiaries prepared and delivered pursuant to Section 7.01(aSECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse EffectEffect or result in liability, individually or in the aggregate in excess of $1,000,000, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in SCHEDULE 6.7 (the "DISCLOSED LITIGATION"), there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or (to the Borrower's knowledge after diligent inquiry) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge of any member of the Borrower’s Senior Management Teamafter diligent inquiry, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them them. None of the Disclosed Litigation (including, without limitation, any Intellectual Property) that (ai) challenges the validity or the enforceability of any material provision of the Loan Documents or (bii) would will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)or result in liability, individually or in the aggregate, in excess of $7,500,000. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower and its Subsidiaries prepared and delivered pursuant to Section 7.01(aSECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse EffectEffect or result in liability, individually or in the aggregate, in excess of $7,500,000, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are Except as set forth in Schedule 6.7 (the "Disclosed Litigation"), there is no actionsaction, suitssuit, proceedingsproceeding, arbitrations arbitration or, to the knowledge of Borrower's knowledge, investigation before or by any member of Governmental Authority or private arbitrator pending or, to the Borrower’s Senior Management Team's knowledge, threatened in writing against or affecting the Borrower, Borrower or any of its Restricted Material Subsidiaries or any property of any of them. Neither the Disclosed Litigation nor any action, suit, proceeding, arbitration or, to the Borrower's knowledge, investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against or affecting the Borrower or any of its Subsidiaries or any property of any of them which has commenced since the Closing Date (including, without limitation, any Intellectual Property) that (ai) challenges the validity or the enforceability of any material provision of the Loan Documents or (bii) would has or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)Effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to Section 7.01(a7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements of Law which violation would will have or could reasonably be expected to have a Material Adverse Effect, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which would will have or could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There are is no actions--------------------------------------------- action, suitssuit, proceedingsproceeding, arbitrations arbitration or investigation before or by any governmental authority or private arbitrator pending or, to the Borrower's knowledge of any member of the Borrower’s Senior Management Teamafter diligent inquiry, threatened in writing against the Borrower, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Propertyi) that (a) challenges challenging the validity or the enforceability of any material provision of the Loan Transaction Documents or (bii) would which will have or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.07)material adverse effect. There is no material loss contingency within the meaning of GAAP Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower and its Subsidiaries prepared and delivered pursuant to Section 7.01(a5.1(A) for the fiscal period during which such material loss -------------- contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (iA) in violation of any applicable Requirements requirements of Law law which violation would will have or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect, or (iiB) subject to, to or in default with respect to, to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority governmental authority which would will have or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect.