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 (as defined in the Collateral Agreement)) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or could 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 could 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 will have or could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Energizer Holdings Inc), Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc)

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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, investigations before or by any Governmental Authority or private arbitrator pending 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 (as defined in the Collateral Agreement)) that (ai) challenges the validity or the enforceability of any material provision of the Loan Documents or (bii) has had or could reasonably be expected to have a Material Adverse Effect (other than as set forth on Schedule 6.076.7). 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 will have or could reasonably be expected to have a Material Adverse Effect, or (iiB) 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 will have or could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Energizer Holdings Inc), Credit Agreement (Energizer Holdings Inc), Revolving Credit Agreement (Energizer Holdings Inc)

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, Borrower or any of its Restricted Subsidiaries or any property of any of them (including, without limitation, any Intellectual Property (as defined in the Collateral Agreement)Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or could 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 could 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 will have or could would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

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 (as defined in the Collateral Agreement)Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or could 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 could 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 will have or could would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

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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 (as defined in the Collateral Agreement)Property) that (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has had or could 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 could 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 will have or could would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Energizer Holdings, Inc.)

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