Common use of Litigation; No Undisclosed Liabilities Clause in Contracts

Litigation; No Undisclosed Liabilities. (a) Except with respect to any Action that may be commenced after the date of this Agreement with respect to the Transaction, there is no Action which would reasonably be expected to result in damages to RH or its Subsidiaries in excess of $500,000 pending or, to the knowledge of RH, threatened against or affecting RH or any of its Subsidiaries or any of their respective properties or assets. Neither RH nor any of its Subsidiaries is subject to any Order of, or before, any Governmental Authority, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH and its Subsidiaries, taken as a whole. There are no investigations or proceedings pending or, to the knowledge of RH, threatened by any Governmental Authority with respect to RH or any of its Subsidiaries or any of their properties or assets, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH and its Subsidiaries, taken as a whole. (b) Neither RH nor any of its Subsidiaries has any liability or obligation of any nature, whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise that would be required to be reflected on a consolidated balance sheet of RH and its Subsidiaries prepared in accordance with GAAP, other than liabilities or obligations (i) reflected on the Most Recent Audited Balance Sheet, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2009, (iii) incurred by or on behalf of RH in connection with this Agreement and the Transaction or (iv) that, individually or in the aggregate, has not had and would not reasonably be likely to have an RH Material Adverse Effect.

Litigation; No Undisclosed Liabilities. (a) Except with respect to any Action that may be commenced after the date of this Agreement with respect to the Transaction, there is no Action which would reasonably be expected to result in damages to RH Battery or its Subsidiaries in excess of $500,000 pending or, to the knowledge of RHBattery, threatened against or affecting RH Battery or any of its Subsidiaries or any of their respective properties or assets. Neither RH Battery nor any of its Subsidiaries is subject to any Order of, or before, any Governmental Authority, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH Battery and its Subsidiaries, taken as a whole. There are no investigations or proceedings pending or, to the knowledge of RHBattery, threatened by any Governmental Authority with respect to RH Battery or any of its Subsidiaries or any of their properties or assets, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH Battery and its Subsidiaries, taken as a whole. (b) Neither RH Battery nor any of its Subsidiaries has any liability or obligation of any nature, whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise that would be required to be reflected on a consolidated balance sheet of RH Battery and its Subsidiaries prepared in accordance with GAAP, other than liabilities or obligations (i) reflected on in the Most Recent Audited Balance SheetBattery Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2009the date of the last filed Battery Financial Statement, (iii) incurred by or on behalf of RH Battery in connection with this Agreement and the Transaction or (iv) that, individually or in the aggregate, has not had and would not reasonably be likely to have an RH a Battery Material Adverse Effect.

Litigation; No Undisclosed Liabilities. (a) Except with respect to for any Action that may be commenced after the date of this Agreement with respect to the Transaction, there is no Action which would reasonably be expected to result in damages to RH OUTD or its Subsidiaries in excess of $500,000 250,000 pending or, to the knowledge of RHOUTD, threatened against or affecting RH OUTD or any of its Subsidiaries or any of their respective properties or assets. Neither RH OUTD nor any of its Subsidiaries is subject to any Order of, or before, any Governmental Authority, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH OUTD and its Subsidiaries, taken as a whole. There To the knowledge of OUTD, there are no investigations pending or proceedings pending or, to the knowledge of RH, threatened by any Governmental Authority with respect to RH OUTD or any of its Subsidiaries or any of their properties or assets, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH and its Subsidiaries, taken as a whole. (b) Neither RH OUTD nor any of its Subsidiaries has any liability or obligation of any nature, whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise that would be required to be reflected on a consolidated balance sheet of RH and its Subsidiaries prepared in accordance with GAAPotherwise, other than liabilities or obligations (i) reflected on in the Most Recent Audited Balance SheetOUTD Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2009the date of the last filed OUTD Financial Statement, (iii) incurred by or on behalf of RH OUTD in connection with this Agreement and the Transaction or (iv) that, individually or in the aggregate, has not had and would not reasonably be likely to have an RH OUTD Material Adverse Effect.

Litigation; No Undisclosed Liabilities. (a) Except with respect as would not reasonably be expected to any Action that may be commenced after have, individually or in the aggregate, a Material Adverse Effect, as of the date of this Agreement with respect to the TransactionAgreement, (i) there is are no Action which would reasonably be expected to result in damages to RH civil, criminal, or its Subsidiaries in excess of $500,000 administrative actions, suits, claims, hearings, arbitrations, mediations, inquiries, investigations, or other proceedings (each, an “Action”) before any Governmental Authority pending or, to the knowledge Knowledge of RHthe Company, threatened in writing against or affecting RH the Company or any of its Subsidiaries or any of their respective properties director, trustee or assets. Neither RH officer thereof in his capacity as such or any Company Properties or other assets owned thereby, and (ii) neither the Company nor any of its Subsidiaries is subject to any Order ofoutstanding judgment, decision, ruling, order, writ, injunction, decree, assessment or before, award of any Governmental Authority, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH and its Subsidiaries, taken as a whole. . (b) There are no investigations or proceedings pending or, to liabilities of the knowledge of RH, threatened by any Governmental Authority with respect to RH Company or any of its Subsidiaries or any of their properties or assets, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to RH and its Subsidiaries, taken as a whole. (b) Neither RH nor any of its Subsidiaries has any liability or obligation of any nature, whether known or unknown, accrued, absolute, contingent, determined, determinable contingent or otherwise otherwise) of the type that would be required to be reflected on disclosed in a consolidated balance sheet of RH the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than liabilities or obligations liabilities: (i) reflected on or reserved against in the Most Recent Audited Balance Sheet, most recent consolidated balance sheet (and the notes thereto) in the Company Financial Statements included in the Company Reports filed prior to the date of this Agreement; (ii) incurred in connection with the Merger and the other Transactions; (iii) incurred in the ordinary course of business consistent with past practice since June 30December 31, 2009, (iii) incurred by or on behalf of RH in connection with this Agreement and the Transaction or 2017; or (iv) thatthat would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be likely to have an RH a Material Adverse Effect.