XXXXXXX GROUP. LIMITED an exempted company incorporated in the Cayman Islands whose registered office is at Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KYI-1104, Cayman Islands;
XXXXXXX GROUP. The Guarantors, the Borrower, and the Borrower's Subsidiaries. PERMITTED ACQUISITION. See Section 10.5(c) hereof. PERMITTED LIENS. Liens, security interests and other encumbrances permitted by Section 10.2.
XXXXXXX GROUP. 9 Lender..........................................................9 Lien...........................................................10
XXXXXXX GROUP. Xxxxxxx and its Subsidiaries and Affiliates, other than -------------- members of the Energizer Group. Xxxxxxx Individual: any individual who is a Xxxxxxx Employee, a Former ------------------- Xxxxxxx Employee, or a beneficiary or alternate payee of a Xxxxxxx Employee or of a Former Xxxxxxx Employee.
XXXXXXX GROUP. (i) is the sole and exclusive owner or licensee of, with all right, title and interest in and to (free and clear of any liens and encumbrances), the XXXXXXX GROUP Intellectual Property; and (ii) has sole and exclusive rights to use of the XXXXXXX GROUP Intellectual Property. XXXXXXX GROUP is not contractually obligated to pay any compensation to any third party, nor is any third party otherwise entitled to any compensation, with respect to XXXXXXX GROUP's use of the XXXXXXX GROUP Intellectual Property. The manufacture, sale or use of any product or process as now used or offered by XXXXXXX GROUP does not infringe any copyright, trade secret, trademark, service xxxx, trade names, firm names, logo, trade dress or any patent of any person. No adverse claims with respect to the XXXXXXX GROUP's Intellectual Property have been asserted or, to the knowledge of XXXXXXX GROUP, threatened by any person, nor are there any valid grounds for any bona fide claims (i) to the effect that the manufacture, sale or issue of any product or process as now used or offered for sale by XXXXXXX GROUP infringes or will infringe on any copyright, trade secret, trademark, service xxxx, logo, trade dress or patent of any person, (ii) against the use by XXXXXXX GROUP of any trade secrets, copyrights, trademarks, trade names, firm names, logos, trade dress patents, technology, know-how, processes or computer software programs and applications used in the business of XXXXXXX GROUP relating to the Properties as currently conducted, or (iii) challenging the ownership, validity or effectiveness of any of the XXXXXXX GROUP Intellectual Property. All granted and issued patents and all registered trademarks listed on Schedule 1.1.1(A) and all copyrights held by XXXXXXX GROUP are valid, enforceable and subsisting. To XXXXXXX GROUP's knowledge, there is and has been no material unauthorized use, infringement or misappropriation of any of the XXXXXXX GROUP Intellectual Property by any third party, employee or former employee.
XXXXXXX GROUP. Anything herein to the contrary notwithstanding, International for itself and for members of the Hussmann Group shall remit to Xxxxxxx at least ten (10) days prior to the due date of each Xxxxxxx estimated Netherlands income tax payment (also known as "preliminary assessments" in the Netherlands) the estimated Netherlands tax payment that Xxxxxxx (or a Xxxxxxx Group member) is required to remit on behalf of Hussmann Group members. In no event will any member of the Hussmann Group receive any tax benefit for purposes of this Section unless a member of the Xxxxxxx Group recognizes and obtains said benefit on its consolidated Netherlands income tax return.
