Common use of No Undisclosed Liabilities; Absence of Certain Changes or Events Clause in Contracts

No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there are no Liabilities that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified Jurisdictions) has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to Section 6.17(b) or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (c) Since September 30, 2018, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business. (d) Since September 30, 2018, Seller and its Subsidiaries have conducted the Business in the ordinary course consistent with past practice and have not taken or suffered to exist any action that, if taken between the date hereof and the Closing, would constitute a breach of Section 6.01(b)(ii), (vi), (vii), (viii), (ix), (xiii), (xv), (xx), or, with respect to the foregoing clauses, (xxii).

No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there are no Liabilities that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified Jurisdictions) has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 20182017, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Amended Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to Section 6.17(b) or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 20182017, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Amended Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (c) Since September 30, 20182017, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business. (d) Since September 30, 20182017, Seller and its Subsidiaries have conducted the Business in the ordinary course consistent with past practice and have not taken or suffered to exist any action that, if taken between the date hereof of the Original Agreement and the Closing, would constitute a breach of Section 6.01(b)(ii), (vi), (vii), (viii), (ix), (xiii), (xv), (xx), or, with respect to the foregoing clauses, (xxii).

No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there There are no Liabilities related to the Business that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified Jurisdictions) has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September June 30, 20182012 consistent with past practice, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the applicable Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter Schedule or (B) not required to be disclosed in the Seller Disclosure Letter Schedule because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, or (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAPSince December 31, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to Section 6.17(b) or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (c) Since September 30, 20182011, there has not been any event, change change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business. (dc) Since September 30December 31, 20182011, Seller and its Subsidiaries have conducted the HHI Business only in the ordinary course course, consistent with past practice and have not taken or suffered to exist any action that, if taken between the date hereof and the First Closing, would constitute a breach of Section 6.01(b)(ii6.01 (other than clause (b)(i) or (b)(iv) of Section 6.01). (d) Since August 23, 2012, Seller and its Subsidiaries have conducted the TLM Business only in the ordinary course, consistent with past practice and have not taken or suffered to exist any action that, if taken between the date hereof and the Second Closing, would constitute a breach of Section 6.01 (other than clause (b)(i) or (b)(iv) of Section 6.01). (e) Since December 31, 2011, Seller and its Subsidiaries have not transferred to any business or function of Seller or any of its Subsidiaries (other than the Business), (vi)any individual who would, (vii)as of the date hereof, (viii), (ix), (xiii), (xv), (xx), or, with respect to the foregoing clauses, (xxii)be a Closing Date Employee or Transferred Employee.

No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there There are no Liabilities that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified JurisdictionsBusiness) has any Liability that would be required by U.S. GAAP the Accounting Principles to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAPthe Accounting Principles, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements financial statements set out in Section 4.02(a) of the Seller Disclosure Letter or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this AgreementAgreement or the Ancillary Agreements, or (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP Accounting Principles to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAPAccounting Principles, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to financial statements set out in Section 6.17(b4.02(a) of the Seller Disclosure Letter or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the ClosingClosing Date) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this AgreementAgreement or the Ancillary Agreements, or (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (c) The Audited Financial Statements reflect in accordance with the Accounting Principles sufficient adjustments (Abschreibungen, Einzel- und Pauschalwertberichtigungen) for doubtful accounts or non-collectible receivables. (d) Since September 30, 2018, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business. (de) Since September 30, 2018, Seller and its Subsidiaries have conducted except for the transactions contemplated in the Spectrum Battery Acquisition Agreement or the Pre-Closing Restructuring, the Business has been conducted in the ordinary course consistent with past practice and have not taken and, in particular, no Transferred Entity has: (i) issued any share capital or suffered similar interest (including options, conversion rights, etc.) to exist any action thatPerson other than a Transferred Entity; (ii) entered into any merger, if taken between split-off, spin-off, conversion, or similar corporate reorganization; (iii) adopted, terminated or amended any enterprise agreement (Unternehmensvertrag) within the date hereof and meaning of §§ 291, 292 AktG or any comparable agreement pursuant to foreign applicable Law; (iv) been dissolved or liquidated or been the Closingsubject of a relevant shareholder resolution to dissolve or liquidate; and (v) acquired any share, would constitute a breach of Section 6.01(b)(ii)interest or participation in any company, (vi), (vii), (viii), (ix), (xiii), (xv), (xx), or, with respect to the foregoing clauses, (xxii)partnership or other legal entity.

No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there are no Liabilities that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified Jurisdictions) has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 20182017, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to Section 6.17(b) or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 20182017, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business. (c) Since September 30, 20182017, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business. (d) Since September 30, 20182017, Seller and its Subsidiaries have conducted the Business in the ordinary course consistent with past practice and have not taken or suffered to exist any action that, if taken between the date hereof and the Closing, would constitute a breach of Section 6.01(b)(ii), (vi), (vii), (viii), (ix), (xiii), (xv), (xx), or, with respect to the foregoing clauses, (xxii).