Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (i) Except as set forth in Section 5.01(g)(i) of the MediVision Disclosure Letter, there are no (A) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVision’s knowledge, threatened against MediVision or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect or (B) obligations or liabilities of MediVision or any of its Subsidiaries, whether or not accrued, contingent or otherwise, and whether or not required to be disclosed in a MediVision ESE Report, or any other facts or circumstances known to MediVision that could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a MediVision Material Adverse Effect. Neither MediVision nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a MediVision Material Adverse Effect.

Litigation and Liabilities. (i) Except as set forth in Section 5.01(g)(i) of the MediVision Disclosure Letter, there There are no (Ai) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVision’s knowledgethe knowledge of the Company, threatened against MediVision the Company or any of its Subsidiaries, Subsidiaries or (ii) except for those that would not, individually as reflected or reserved against in the aggregateCompany’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and for obligations or liabilities incurred in the ordinary course of business since December 31, reasonably be expected to have a MediVision Material Adverse Effect or (B) 2011, obligations or liabilities of MediVision the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise, otherwise and whether or not required to be disclosed in a MediVision ESE Reportdisclosed, or any other facts or circumstances known that, to MediVision that the knowledge of the Company, could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision the Company or any of its Subsidiaries, including those relating to environmental and occupational safety and health mattersmatters involving any Environmental Law, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MediVision Material Adverse Effect. Neither MediVision the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree decree, stipulation or legal or arbitration award of of, or promulgated or issued by or with (or settlement or consent agreement subject to) any Governmental Entity which(collectively, individually or in the aggregate, has had, or would reasonably be expected to have, a MediVision Material Adverse Effect“Orders”).

Litigation and Liabilities. (i) Except as set forth in Section 5.01(g)(i) of the MediVision Disclosure Letter, there There are no (A) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations suits or other proceedings pending against the Company or any of its Subsidiaries or, to MediVision’s the Company's knowledge, threatened against MediVision the Company or any of its Subsidiaries, except for at law or in equity, or before or by any federal, state or foreign commission, court, board, bureau, agency or instrumentality, other than those that would notnot have or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a MediVision Company Material Adverse Effect Effect. There are no outstanding judgments, decrees, injunctions, awards or (B) obligations or liabilities of MediVision orders against the Company or any of its Subsidiaries, whether other than those that would not have or not accrued, contingent or otherwise, and whether or not required to be disclosed in a MediVision ESE Report, or any other facts or circumstances known to MediVision that could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those thathave, individually or in the aggregate, a Company Material Adverse Effect. There are no obligations or liabilities of any nature, whether accrued, absolute, contingent or otherwise, of the Company or any of its Subsidiaries, other than those liabilities and obligations (a) that are disclosed in the Company Reports, (b) that have not had and been incurred in the ordinary course of business since September 30, 2002, (c) related to expenses associated with the transactions contemplated by this Agreement or (d) that would not have or reasonably be expected to have a MediVision Material Adverse Effect. Neither MediVision nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity whichhave, individually or in the aggregate, has had, or would reasonably be expected to have, a MediVision Company Material Adverse Effect.

Litigation and Liabilities. (i) Except as set forth in Section 5.01(g)(i5.1(g) of the MediVision Company Disclosure Letter, there are no (Ai) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVisionthe Company’s knowledge, threatened against MediVision the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a MediVision Company Material Adverse Effect or (Bii) obligations or liabilities of MediVision the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise, and whether or not required to be disclosed in a MediVision ESE Report, Company Report or any other facts or circumstances known to MediVision the Company that could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision the Company or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MediVision Company Material Adverse Effect. Neither MediVision the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has have had, or would reasonably be expected to have, a MediVision Company Material Adverse Effect.

Litigation and Liabilities. (i) Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Section 5.01(g)(i) on SECTION 4.7 of the MediVision Company Disclosure LetterSchedule, there are no (Aa) civil, criminal or administrative actions, suits, claims, hearings, arbitrationsinvestigations, investigations proceedings, judgments, decrees, orders or other proceedings injunctions outstanding, pending or, to MediVision’s knowledgethe knowledge of the Responsible Executive Officers of the Company, threatened against MediVision the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect Subsidiaries or (Bb) obligations or liabilities of MediVision or any of its Subsidiariesnature, whether or not accrued, contingent or otherwise, otherwise and whether or not required to be disclosed in a MediVision ESE Reportdisclosed, or any other facts or circumstances known to MediVision of which the Responsible Executive Officers have knowledge, that have resulted in or could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision the Company or any of its the Subsidiaries, including those relating to environmental except, in each case, for such actions, suits, claims, hearings, investigations, proceedings, obligations and occupational safety and health matters, except for those thatliabilities that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a MediVision Company Material Adverse Effect. Neither MediVision nor any Effect or prevent or materially impair the ability of its Subsidiaries is a party the Company to or subject to consummate the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a MediVision Material Adverse Effecttransactions contemplated by this Agreement.

Litigation and Liabilities. (i) Except as disclosed in the Company SEC Documents and except as set forth in Section 5.01(g)(i) Item 4.13 of the MediVision Disclosure LetterCompany Letter or otherwise disclosed in writing to Parent, (a) there are is no suit, action, arbitration, investigation, claim, proceeding or audit (A"Litigation") civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVision’s knowledgethe best knowledge of the Company, threatened against MediVision the Company or any of its Subsidiaries, except for those nor is there any judgment, decree, writ, award, injunction, rule or order of any Governmental Entity outstanding against the Company or any of its Subsidiaries that would notare reasonably likely, individually or in the aggregate, reasonably be expected to have a MediVision Material Materially Adverse Effect or Effect; (Bb) there are no obligations or liabilities of MediVision or any of its Subsidiariesliabilities, whether or not accruedcontingent, contingent absolute, determined, determinable or otherwise, and whether or not required to be disclosed in a MediVision ESE Reportincluding, or any other facts or circumstances known to MediVision that could reasonably be expected to result in any claims againstwithout limitation, or obligations or liabilities of, MediVision or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those thatthat are reasonably likely, individually or in the aggregate, to have not had a Materially Adverse Effect and would not (c) as of the date hereof, no facts are known to the executive officers or directors of the Company on the date hereof that could reasonably be expected to have a MediVision Material Adverse Effect. Neither MediVision nor any form the basis for valid claims as to which rights to indemnification and advancement of its Subsidiaries is a party to or subject expenses to the provisions executive officers or directors of the Company or any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has had, or Subsidiary would reasonably be expected to have, a MediVision Material Adverse Effectapplicable.

Litigation and Liabilities. (i) Except as set forth in Section 5.01(g)(i5.1(g) of the MediVision Xxxxxx Disclosure Letter, there are no (Ai) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVision’s Xxxxxx’x knowledge, threatened against MediVision Xxxxxx or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a MediVision Xxxxxx Material Adverse Effect or (Bii) obligations or liabilities of MediVision Xxxxxx or any of its Subsidiaries, whether or not accrued, contingent or otherwise, and whether or not required to be disclosed in a MediVision ESE Report, Xxxxxx SEC Report or any other facts or circumstances known to MediVision Xxxxxx that could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision Xxxxxx or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MediVision Xxxxxx Material Adverse Effect. Neither MediVision Xxxxxx nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has have had, or would reasonably be expected to have, a MediVision Xxxxxx Material Adverse Effect.