Common use of Litigation; Orders Clause in Contracts

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Company, threatened against or naming as a party thereto the Company, any of its Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there There is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Companyany SSI Party, threatened against against, affecting or naming as a party thereto the Company, any SSI Party or any of its Subsidiaries or any of their respective property or assets or any of their SSI Party’s respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, : (a) to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offencesuch SSI Party, or (iiib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, impair in any material respect, respect the ability of the Company any SSI Party to perform its or his obligations under this Agreement or SSI - DE to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its Subsidiaries the SSI Parties or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, : (a) to be material to the Company and its Subsidiaries, taken as a wholesuch SSI Party, or (iib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, impair in any material respect, respect the ability of the Company any SSI Party to perform its or his obligations under this Agreement or to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. As Since January 1, 2021, there have not been any product liability, manufacturing or design defect, warranty, field repair or other material product-related claims by any third party (whether based on contract or tort and whether relating to personal injury, including death, property damage or economic loss) arising from: (a) services rendered by any SSI Party, or (b) the sale, distribution or manufacturing of products, including medical products and devices, by any SSI Party that have been, or would reasonably be expected to be, individually or in the date hereofaggregate, the Company and its Subsidiaries do not have material to such SSI Party. No SSI Party has any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than as disclosed in Section 3.1(s) As of the Company Disclosure Letterdate hereof, there is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation Legal Proceeding pending or, to the knowledge Knowledge of the Company, threatened against or naming as a party thereto the Company, any of its Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation bona fide threat of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding such Legal Proceeding (a) against the Company, any of its Subsidiaries or any of their the respective properties or assets of the Company or any of its Subsidiaries that (i) involves a bona fide amount in controversy in excess of $2,500,000, (ii) seeks material injunctive relief and has beena reasonable probability of success, (iii) seeks to impose any legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and its Subsidiaries substantially as it was operated immediately prior to the date of this Agreement (including by injunctive relief), (iv) would individually or in the aggregate reasonably be expected to prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company 32 Table of Contents to perform its covenants and obligations under this Agreement, or (v) has had or would reasonably be expectedexpected to have a Company Material Adverse Effect or (b) against any current or former director or officer of the Company or any of its Subsidiaries (in their respective capacities a such). As of the date hereof, neither the Company nor any of its Subsidiaries is subject to any outstanding Order that, individually or in the aggregate, to be material to (A) would prevent or materially delay or impede the Company and its Subsidiaries, taken as a whole, or (ii) as consummation of the date of transactions contemplated by this Agreement, has impaired, Agreement or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its covenants and obligations under this Agreement or (B) has had or would reasonably be expected to consummate have a Company Material Adverse Effect. Except as set forth in the Arrangementminutes of meetings of the Company Board (or any committee thereof), there are no internal investigations or prevent internal inquiries that since June 1, 2007 and prior to the date hereof have been conducted by or materially delay at the consummation direction of the Company Board (or any committee thereof) concerning any material financial, accounting or other material misfeasance or material malfeasance issues other than any such investigation that did not result in any material finding of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding misfeasance or alternative dispute resolution proceeding, or investigation pending against any other Personmalfeasance.

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there There is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the CompanyNovadaq, threatened against or naming as a party thereto the CompanyNovadaq, any of its Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company Novadaq and its Subsidiaries, taken as a whole, whole or (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company Novadaq to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the CompanyNovadaq, any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company Novadaq and its Subsidiaries, taken as a whole, whole or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company Novadaq to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. Except as set forth in Section 3.1(u) of the Novadaq Disclosure Letter, since January 1, 2014, there have not been any product liability, manufacturing or design defect, warranty, field repair or other material product-related claims by any third party (whether based on contract or tort and whether relating to personal injury, including death, property damage or economic loss) arising from (A) services rendered by Novadaq or any of its Subsidiaries or (B) the sale, distribution or manufacturing of products, including medical products and devices, by Novadaq or any of its Subsidiaries that, in each case (in (A) or (B)) have been, or would reasonably be expected to be, individually or in the aggregate, material to Novadaq and its Subsidiaries, taken as a whole. As of the date hereof, the Company Novadaq and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there There is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Company, threatened against against, affecting or naming as a party thereto the Company, Company or any of its Subsidiaries or any of their respective property or assets or any of their the Company's respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, (a) to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iiib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, impair in any material respect, respect the ability of the Company to perform its obligations under this Agreement or to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, Company or any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, (a) to be material to the Company and its Subsidiaries, taken as a whole, or (iib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, impair in any material respect, respect the ability of the Company to perform its obligations under this Agreement or to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. Except as set forth in Section 3.11 of the Company Disclosure Schedule, since January 1, 2011, there have not been any product liability, manufacturing or design defect, warranty, field repair or other material product-related claims by any third party (whether based on contract or tort and whether relating to personal injury, including death, property damage or economic loss) arising from (a) services rendered by the Company or (b) the sale, distribution or manufacturing of products, including medical products and devices, by the Company that have been, or would reasonably be expected to be, individually or in the aggregate, material to the Company. As of the date hereof, the Company and its Subsidiaries do does not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than Except as disclosed set out in Section 3.1(sschedule 4.1(n) of the Company Purchaser Disclosure Letter, there is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation Proceeding pending or, to the knowledge of the CompanyPurchaser, threatened against or naming as a party thereto the CompanyPurchaser, any of its the Purchaser Material Subsidiaries or any of their respective property material properties or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company Purchaser and its the Purchaser Material Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company Purchaser to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the CompanyPurchaser, any of its the Purchaser Material Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company Purchaser and its the Purchaser Material Subsidiaries, taken as a whole, or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company Purchaser to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company Purchaser and its the Purchaser Material Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than Except as disclosed set forth in Section 3.1(s) of the Company Disclosure LetterSchedule or in the SEC Reports filed prior to the date hereof, there is are no suitlawsuits, claimactions, actionadministrative, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, other proceedings or investigation governmental investigations pending or, to the knowledge of the Company, threatened against the Company or naming any of its Subsidiaries that (a) would, individually or in the aggregate, be reasonably likely to be material to the Company and its Subsidiaries taken as a party thereto whole, (b) as of the Companydate of this Agreement, seek to restrain or prohibit or otherwise challenge the consummation, legality or validity of the transactions contemplated hereby, or (c) relate to any alleged hazard or alleged defect in design, manufacture, materials or workmanship relating to any product manufactured, distributed or sold by or on behalf of the Company that would, individually or in the aggregate, be reasonably likely to be material to the Company and its Subsidiaries taken as a whole. There are no product recalls or written post-sales warnings involving a product line of the Company ("Recalls") that is material to the Company and its Subsidiaries taken as a whole and no pending investigations being conducted by the Company or, to the knowledge of the Companys, by any other Person concerning a Recall relating to any product manufactured, distributed or sold by the Company that is material to the Company and its Subsidiaries taken as a whole. Except as set forth in the Company Disclosure Schedule there are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority, or by an arbitrator) against the Company or any of its Subsidiaries or any of their respective property or properties, assets or any of their respective current or former directorsbusinesses, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expectedwould, individually or in the aggregate, be reasonably likely to be material to the Company and its Subsidiaries, Subsidiaries taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than Except as disclosed in Section 3.1(s3.1(t) of the Company Disclosure Letter, there is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Company, threatened against or naming as a party thereto the Company, any of its Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be is being or is being threatened to be prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its its‌ Subsidiaries or any of their respective properties or assets that (iA) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or (iiB) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than Except as disclosed in Section 3.1(s) of the Company Disclosure LetterSchedule 3.8, there is are no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation Actions pending or, to the knowledge of the CompanySeller's knowledge, threatened against or naming as a party thereto the CompanyCompany or, to the Seller's knowledge, any of its the Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expectedwould, individually or in the aggregate, reasonably be expected to be (x) have a material to adverse effect on the Company and its Subsidiaries, taken as a wholeBusiness Condition of the Robotic Tape Business, (iiy) could be or is being prosecuted as a criminal offencematerially impair the ability of Seller to perform its material obligations under this Agreement, or (iiiz) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of the Acquisition. Except as disclosed in Schedule 3.8, as of the date hereof, there are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court or administrative agency, or by arbitration) against the Company or any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its Subsidiaries or any of their respective properties or assets businesses that (i) has been, or would reasonably be expectedwould, individually or in the aggregate, reasonably be expected to be (x) have a material adverse effect on the Business Condition of the Robotic Tape Business, (y) materially impair the ability of Seller to the Company and perform its Subsidiaries, taken as a wholematerial obligations under this Agreement, or (iiz) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of the transactions contemplated hereby. Except as disclosed in Schedule 3.8, to Seller's knowledge, there are no events or conditions which would reasonably be expected to result in an Action against the Company or any of the Arrangement and Subsidiaries that would, individually or in the other aggregate, reasonably be expected to (x) have a material adverse effect on the Business Condition of the Robotic Tape Business, (y) materially impair the ability of Seller to the ability of Seller to perform its material obligations under this Agreement, or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Personhereby.

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there There is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Company, threatened against or naming as a party thereto the Company, any of its Subsidiaries or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement. As of the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.. Confidential

Litigation; Orders. Other than Except as disclosed in Section 3.1(s) of the Company Disclosure LetterSchedule 3.7A hereto, there is are no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding Actions pending with respect to which any Company or alternative dispute resolution proceeding, Subsidiary or investigation pending any Seller has been served with notice or process or, to the knowledge of the CompanySellers, pending in which no notice or process has been served or threatened or claims asserted against any Company or naming as a party thereto the CompanySubsidiary (or against any officer, director or employee of any of its Subsidiaries Company or Subsidiary or any of their respective property or assets Related Party or any of their respective current other Person to the extent such officer, director, employee, Related Party or former directors, officers other Person is entitled to indemnification from the Companies or employees (in their capacities as suchthe Subsidiaries with respect to such Action or claim) that (i) has been, or would reasonably be expectedwould, individually or in the aggregate, have a material adverse effect on the Business Condition or in which the complaint or claim specifically seeks to be material prohibit any of the Stock Purchases or otherwise impair the consummation of this Agreement or the transactions contemplated hereby. Except as disclosed in Schedule 3.7A hereto, there are no judgments, verdicts or outstanding orders, injunctions, decrees, stipulations, settlement agreements, citations, fines or awards against or binding upon any Company or Subsidiary or any of their respective properties or businesses (or to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iii) as knowledge of the date Sellers against any officer, director or employee of this Agreementany Company or Subsidiary or any Related Party or any other Person to the extent such officer, has impaireddirector, employee, Related Party or other Person is entitled to indemnification from the Companies or the Subsidiaries with respect to such Action or claim) that would reasonably be expectedhave, individually or in the aggregate, to impair, in a material adverse effect on the Business Condition or prohibit any material respect, of the Stock Purchases or otherwise impair the ability of any Seller to complete the Stock Purchases or the transactions contemplated hereby. Except as set forth in Schedule 3.7A, there is no material Action by any Company to perform its obligations under this Agreement or to consummate the ArrangementSubsidiary, or prevent by any Seller or materially delay Related Party and relating to the consummation of Business, pending against any other party. Schedule 3.7B lists all Actions to which (i) any of the Arrangement and Companies or the other transactions contemplated by this Agreement. No Order Subsidiaries is outstanding against the Company, any of its Subsidiaries or any of their respective properties was a party or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, subject or (ii) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and Sellers or Related Parties is or was a party or subject which relate to the other transactions contemplated by this Agreement. As of Business, in each case which was pending at any time since January 1, 1996 to the date hereof, the Company and its Subsidiaries do not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.

Litigation; Orders. Other than as disclosed in Section 3.1(s) of the Company Disclosure Letter, there There is no suit, claim, action, charge, investigation, inquiry, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending or, to the knowledge of the Company, threatened against against, affecting or naming as a party thereto the Company, Company or any of its Subsidiaries or any of their respective property or assets or any of their the Company’s respective current or former directors, officers or employees (in their capacities as such) that (i) has been, or would reasonably be expected, individually or in the aggregate, (a) to be material to the Company and its Subsidiaries, taken as a whole, (ii) could be or is being prosecuted as a criminal offence, or (iiib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate, to impair, impair in any material respect, respect the ability of the Company to perform its obligations under this Agreement or to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. No Order is outstanding against the Company, Company or any of its Subsidiaries or any of their respective properties or assets that (i) has been, or would reasonably be expected, individually or in the aggregate, (a) to be material to the Company and its Subsidiaries, taken as a whole, or (iib) as of the date of this Agreement, has impaired, or would reasonably be expected, individually or in the aggregate to impair, impair in any material respect, respect the ability of the Company to perform its obligations under this Agreement or to consummate the ArrangementMerger, or prevent or materially delay the consummation of any of the Arrangement Merger and the other transactions contemplated by this Agreement. Except as set forth in Section 3.11 of the Company Disclosure Schedule, since January 1, 2011, there have not been any product liability, manufacturing or design defect, warranty, field repair or other material product-related claims by any third party (whether based on contract or tort and whether relating to personal injury, including death, property damage or economic loss) arising from (a) services rendered by the Company or (b) the sale, distribution or manufacturing of products, including medical products and devices, by the Company that have been, or would reasonably be expected to be, individually or in the aggregate, material to the Company. As of the date hereof, the Company and its Subsidiaries do does not have any material suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other Person.