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

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 (the "DISCLOSED LITIGATION"), there is no action, suit, -------------- proceeding, arbitration or, to Energizer's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizer's knowledge, threatened against Energizer, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- ----------------------------------------------- Schedule 6.10 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, -------------- proceeding, ----------- arbitration or, to Energizerthe Borrower's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Borrower's knowledge, threatened against Energizerthe Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has had or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Borrower prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss -------------- contingency was incurred. Neither Energizer the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.116.8

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 6.7 (the "DISCLOSED LITIGATIONDisclosed Litigation"), there is no action, suit, -------------- proceeding, arbitration or, to Energizerthe Borrower's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Borrower's knowledge, threatened against Energizer, or affecting the Borrower or any of its Material Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or, to the Borrower's knowledge, investigation before or investigation 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 (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Borrower prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, -------------- proceeding, arbitration or, to Energizerthe Borrower's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Borrower's knowledge, threatened against Energizerthe Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents (unless if such claim is brought by any Person other than the Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable likelihood of success on the merits) or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Borrower prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 (the "DISCLOSED LITIGATIONDisclosed Litigation"), there is no action, suit, -------------- proceeding, arbitration or, to Energizer's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizer's knowledge, threatened against Energizer, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth --------------------------------------------- in ---------------------------------------------- Schedule 6.10 (the "DISCLOSED LITIGATION")5.7 which lists all litigation involving claims against any Borrower ------------ in excess of $100,000 and Schedule 5.18 to this Agreement, there is no action, ------------- suit, -------------- proceeding, investigation of which any Borrower has knowledge or arbitration or, to Energizer's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizer's knowledgethe knowledge of any Borrower or any of its Subsidiaries, threatened against Energizer, any of its Subsidiaries Borrower or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) them (i) challenges challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) has which if resolved in a manner adverse to any Borrower will have or could would reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the financial statements delivered pursuant to Section 5.4 or the consolidated financial statements of Energizer the ----------- Borrowers prepared and delivered pursuant to Section 7.1(A6.1(A) for -------------- the fiscal -------------- period during which such material loss contingency was incurred. Neither Energizer nor any of its Subsidiaries No Borrower is (A) 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 (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 SCHEDULE 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, -------------- proceeding, arbitration or, to Energizerthe Borrower's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Borrower's knowledge, threatened against Energizerthe Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Borrower prepared and delivered pursuant to Section SECTION 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, -------------- proceeding, arbitration or, to Energizerthe Company's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Company's knowledge, threatened against Energizer, or affecting the Company or any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (ii) has or could reasonably be expected to have have, in the Company's reasonable judgment, a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Company prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer the Company nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or violation, in the Company's reasonable judgment, could reasonably be expected to have a Material Adverse Effect, or (B) 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 which, in the Company's reasonable judgment, could reasonably be expected to have a Material Adverse Effect. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 6.7 (the "DISCLOSED LITIGATIONLitigation"), there is no action, suit, -------------- proceeding, arbitration or, to Energizerthe Borrower's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizerthe Borrower's knowledge, threatened against Energizerthe Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents (unless if such claim is brought by any Person other than the Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable likelihood of success on the merits) or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer the Borrower prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.

Litigation; Loss Contingencies and Violations. Except as set forth in ---------------------------------------------- Schedule 6.10 (the "DISCLOSED LITIGATIONDisclosed Litigation"), there is no action, suit, -------------- proceeding, arbitration or, to Energizer's knowledge, investigation before or by ---------- any Governmental Authority or private arbitrator pending or, to Energizer's knowledge, threatened against Energizer, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of Energizer prepared and delivered pursuant to Section 7.1(A) for -------------- the fiscal period during which such material loss contingency was incurred. Neither Energizer nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (B) 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. 6.11.