Rayovac 2012 Annual Report Download - page 38

adverse change in the extent or manner in which our assets are used; a significant adverse change in legal factors
or the business climate that could affect our assets; an accumulation of costs significantly in excess of the amount
originally expected for the acquisition of an asset; and significant changes in the cash flows associated with an
asset. As a result of such circumstances, we may be required to record a significant charge to earnings in our
financial statements during the period in which any impairment of our goodwill, indefinite-lived intangible assets
or other long-term assets is determined. Any such impairment charges could have a material adverse effect on
our business, financial condition and operating results.
If we are unable to protect the confidentiality of our proprietary information and know-how, the value of
our technology, products and services could be harmed significantly.
We rely on trade secrets, know-how and other proprietary information in operating our business. If this
information is not adequately protected, then it may be disclosed or used in an unauthorized manner. To the
extent that consultants, key employees or other third parties apply technological information independently
developed by them or by others to our proposed products, disputes may arise as to the proprietary rights to such
information, which may not be resolved in our favor. The risk that other parties may breach confidentiality
agreements or that our trade secrets become known or independently discovered by competitors, could harm us
by enabling our competitors, who may have greater experience and financial resources, to copy or use our trade
secrets and other proprietary information in the advancement of their products, methods or technologies. The
disclosure of our trade secrets would impair our competitive position, thereby weakening demand for our
products or services and harming our ability to maintain or increase our customer base.
Disruption or failures of our information technology systems could have a material adverse effect on our
business.
Our information technology systems are susceptible to security breaches, operational data loss, general
disruptions in functionality, and may not be compatible with new technology. We depend on our information
technology systems for the effectiveness of our operations and to interface with our customers, as well as to
maintain financial records and accuracy. Disruption or failures of our information technology systems could
impair our ability to effectively and timely provide our services and products and maintain our financial records,
which could damage our reputation and have a material adverse effect on our business.
The consummation of the Hardware Acquisition is subject to certain conditions including, among others,
required regulatory approvals, obtaining certain third party consents and other customary closing
conditions, some of which are out of our control.
The closing of the Hardware Acquisition is subject to certain conditions including, among others, obtaining
required regulatory approvals, obtaining certain third party consents and other customary closing conditions,
some of which are out of our control. The Second Closing will take place after the completion of the first closing
and is subject to certain additional conditions, including among others, obtaining required regulatory approvals,
the consummation of the acquisition by Stanley Black & Decker of all of the issued and outstanding shares of
TLM Taiwan (with which we have no involvement) and other customary closing conditions, some of which are
out of our control. There is no guarantee that these conditions will be satisfied or that the Hardware Acquisition
will be consummated.
Failure to complete the Hardware Acquisition could, under certain circumstances, result in us being
required to pay a termination fee to Stanley Black & Decker.
Stanley Black & Decker has certain termination rights under the Acquisition Agreement that, if exercised by
Stanley Black & Decker (subject to the satisfaction of certain specified requirements in the Acquisition
Agreement), may result in the payment by us to Stanley Black & Decker of a termination fee. In the event that
the debt financing required to consummate the Hardware Acquisition is not funded at the time the First Closing
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