Common use of Tax Examinations Clause in Contracts

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower nor any of the Borrower’s Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower Borrowers or any of the Borrower’s their respective Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and as of the Closing Date no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion assessment by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s Borrowers' consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower Borrowers nor any of the Borrower’s Borrowers' Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, could reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower nor any of the Borrower’s Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower ----------------- Energizer or any of the Borrower’s Energizer's Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s Energizer's consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower Energizer nor any of the Borrower’s Energizer's Subsidiaries --------------- anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.. (B)

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s 's Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, could reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s 's consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower nor any of the Borrower’s 's Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and as of the Effective Date no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s Holdings' consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D6.2(D), neither the Borrower Holdings nor any of the Borrower’s Holdings' Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and as of the Closing Date no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower nor any of the Borrower’s Subsidiaries anticipates does not anticipate any material tax liability with respect to the years which have not been closed pursuant to applicable law.

Tax Examinations. All deficiencies which have been asserted against the Borrower Borrower, the Parent or any of the BorrowerParent’s Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the BorrowerParent’s consolidated financial statements to the extent, if any, required by Agreement Accounting PrinciplesGAAP. Except as permitted pursuant to Section 7.2(D)None of the Borrower, neither the Borrower Parent nor any of the BorrowerParent’s Subsidiaries anticipates any material tax Tax liability with respect to the years which have not been closed pursuant to applicable lawlaw that will have or could reasonably be expected to have a Material Adverse Effect.

Tax Examinations. All deficiencies which have been asserted against the ---------------- Borrower or any of the Borrower’s 's Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s 's consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower nor any of the Borrower’s 's --------------- Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.. (B)

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s consolidated financial statements to the extent, if any, required by Agreement Accounting PrinciplesGAAP. Except as permitted pursuant to Section 7.2(D), neither Neither the Borrower nor any of the Borrower’s Subsidiaries anticipates any material tax Tax liability with respect to the years which have not been closed pursuant to applicable lawlaw that will have or could reasonably be expected to have a Material Adverse Effect.

Tax Examinations. All deficiencies which have been asserted against the Borrower or any of the Borrower’s 's Subsidiaries as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been reserved for in the Borrower’s 's consolidated financial statements to the extent, if any, required by Agreement Accounting Principles. Except as permitted pursuant to Section SECTION 7.2(D), neither the Borrower nor any of the Borrower’s 's Subsidiaries anticipates any material tax liability with respect to the years which have not been closed pursuant to applicable law.