Common use of Certain Representations and Warranties by the Company Clause in Contracts

Certain Representations and Warranties by the Company. The Company hereby represents and warrants to each of Parent and Acquisition as follows: a. The Company has all necessary corporate power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Agreement as amended hereby (the "Amended Agreement"). The execution and delivery of this Amendment and the consummation of the transactions contemplated by the Amended Agreement have been duly and validly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize this Amendment or to consummate the transactions contemplated by the Amended Agreement (other than, with respect to the Merger, the approval and adoption of the Amended Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Amendment has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. b. The Company Board has, by unanimous vote of those present, duly and validly approved, and taken all corporate actions required to be taken by the Company Board for the consummation of, the transactions, including the Merger, contemplated by the Amended Agreement and resolved to recommend that the stockholders of the Company approve and adopt the Amended Agreement. c. The Financial Advisor has delivered to the Company Board its opinion to the effect that, as of the date of this Amendment, the Exchange Ratio (as modified by this Amendment) is fair to the holders of Shares, and such opinion has not been withdrawn. d. The Company has made available to Parent all material information requested by Parent and within the knowledge of the Company as of the date hereof relating to each of the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices. As of the date hereof, the Company has provided the FDA with all material information, within the knowledge of the Company as of the date hereof, required to be provided, and has filed with the FDA all material notices and filings which to the knowledge of the Company as of the date hereof are required to be filed, in connection with such crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, all such information, notices and filings are true, complete and accurate in all material respects. The notification and reprogramming procedure undertaken by the Company in response to such crystal hermeticicity failures has been authorized by the FDA and, to the knowledge of the Company as of the date hereof, the Company has no basis to believe that such reprogramming will not prevent the delivery of inappropriately rapid pacing pulses by the Cadence Model V-110. To the knowledge of the Company as of the date hereof, the Company has no basis to believe that such reprogramming (which is intended to disable the antitachycardia pacing function of the devices), in and of itself, will result in any malfunctions causing harm to a patient. The Company has furnished to Parent true and complete copies of all material correspondence and other written information between the Company and the FDA prior to the date hereof with respect to the recent crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, the Company has no basis to believe that a crystal hermeticicity failure similar to the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices would result in the delivery of inappropriately rapid pacing pulses in any other devices manufactured by the Company other than the Cadence Model V-112. To the knowledge of the Company as of the date hereof, except for the crystal hermeticicity failures described above, all devices presently being manufactured and marketed by the Company comply in all respects with applicable requirements of the U.S. Food and Drug Act, except for such failures to comply as would not have a Company Material Adverse Effect. Except as have been provided to Parent prior to the date hereof, to the knowledge of the Company as of the date hereof, from October 23, 1996 to the date hereof, there have been no written statements, citations, warning letters, FDA Forms 483, or decisions issued by any Governmental Entity stating that any device produced, manufactured, marketed or distributed at any time by the Company or any of its subsidiaries is defective or fails to satisfy in any material respect any applicable standards promulgated by any such Governmental Entity. Except as have been provided to Parent prior to the date hereof, to the knowledge of the Company as of the date hereof, there is no proceeding by the FDA or any other Governmental Entity, including, but not limited to, a grand jury investigation, a 405 hearing or a civil proceeding, pending or threatened as of the date hereof against the Company or any of its subsidiaries.

Certain Representations and Warranties by the Company. The Company hereby represents and warrants to each of Parent and Acquisition as followsyou that: a. (a) The Company Registration Statement and the Prospectus. (i) The Registration Statement has all necessary corporate power been declared effective under the Act; no stop order of the Commission preventing or suspending the use of the Prospectus or the effectiveness of the Registration Statement has been issued and authority no proceedings for such purpose have been instituted or, to execute and deliver this Amendment and to consummate the transactions best of the Company's knowledge, after due inquiry, are contemplated by the Agreement as amended hereby Commission; (ii) the "Amended Agreement"). The execution Registration Statement complied when it became effective and delivery will comply at any time during the term of this Amendment the Exchange Offer and the consummation Rescission Offer, in all material respects with the requirements of the transactions contemplated by Act and the Amended Agreement have been duly Prospectus complied, as of its date and validly authorized by the Company Board date of filing thereof, and no other corporate proceedings on will comply at any time during the part term of the Company are necessary to authorize this Amendment or to consummate Exchange Offer and the transactions contemplated by Rescission Offer, in all material respects with the Amended Agreement (other than, with respect to the Merger, the approval and adoption requirements of the Amended Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Amendment has been duly Act and validly executed and delivered by the Company and constitutes a validany statutes, legal and binding agreement of the Companyregulations, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. b. The Company Board has, by unanimous vote of those present, duly and validly approved, and taken all corporate actions contracts or other documents that are required to be taken by described in the Company Board for Registration Statement or the consummation of, Prospectus or to be filed as exhibits to the transactions, including Registration Statement have been and will be so described or filed; (iii) the Merger, contemplated by conditions to the Amended Agreement use of Form S-4 have been satisfied; (iv) the Registration Statement did not when it became effective and resolved to recommend that will not at any time during the stockholders term of the Company approve Exchange Offer and adopt the Amended Agreement. c. The Financial Advisor has delivered Rescission Offer, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Company Board its opinion to statements therein not misleading and the effect that, Prospectus did not as of the date of this Amendmentfiling thereof and as of its date and, will not at any time during the term of the Exchange Ratio (as modified Offer and Rescission Offer contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing by this Amendment) is fair you to the holders of Shares, and such opinion has not been withdrawn. d. The Company has made available expressly for use in the Registration Statement or the Prospectus as amended or supplemented (it being understood that the only information being furnished to Parent all material information requested by Parent and within the knowledge Company is the name of the Company Dealer Manager as it appears on the cover of the date hereof relating to each Prospectus and the name, address and other contact information of the recent crystal hermeticicity failures Dealer Manager as it first appears in certain implanted Cadence Model V-110 devices. As the Summary Section of the date hereof, Prospectus); and the Company has provided the FDA with all not distributed and will not distribute any offering material information, within the knowledge of the Company as of the date hereof, required to be provided, and has filed with the FDA all material notices and filings which to the knowledge of the Company as of the date hereof are required to be filed, in connection with such crystal hermeticicity failures. To the knowledge exchange of the Company as of the date hereof, all such information, notices and filings are true, complete and accurate in all material respects. The notification and reprogramming procedure undertaken by the Company in response to such crystal hermeticicity failures has been authorized by the FDA and, to the knowledge of the Company as of the date hereof, the Company has no basis to believe that such reprogramming will not prevent the delivery of inappropriately rapid pacing pulses by the Cadence Model V-110. To the knowledge of the Company as of the date hereof, the Company has no basis to believe that such reprogramming (which is intended to disable the antitachycardia pacing function of the devices), in and of itself, will result in any malfunctions causing harm to a patient. The Company has furnished to Parent true and complete copies of all material correspondence and other written information between the Company and the FDA prior to the date hereof with respect to the recent crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, the Company has no basis to believe that a crystal hermeticicity failure similar to the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices would result in the delivery of inappropriately rapid pacing pulses in any other devices manufactured by the Company Debentures other than the Cadence Model V-112. To the knowledge of the Company as of the date hereof, except for the crystal hermeticicity failures described above, all devices presently being manufactured Exchange Material and marketed by the Company comply in all respects with applicable requirements of the U.S. Food and Drug Act, except for such failures to comply as would not have a Company Material Adverse Effect. Except as have been provided to Parent prior to the date hereof, to the knowledge of the Company as of the date hereof, from October 23, 1996 to the date hereof, there have been no written statements, citations, warning letters, FDA Forms 483, or decisions issued by any Governmental Entity stating that any device produced, manufactured, marketed or distributed at any time by the Company or any of its subsidiaries is defective or fails to satisfy in any material respect any applicable standards promulgated by any such Governmental Entity. Except as have been provided to Parent prior to the date hereof, to the knowledge of the Company as of the date hereof, there is no proceeding by the FDA or any other Governmental Entity, including, but not limited to, a grand jury investigation, a 405 hearing or a civil proceeding, pending or threatened as of the date hereof against the Company or any of its subsidiariesAdditional Material.

Certain Representations and Warranties by the Company. The Company hereby represents and warrants to each of Parent and Acquisition as followsthe Solicitation Agent that: a. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing, considering all such cases in the aggregate, would not have a material adverse effect on the business, properties, financial position or results of operations of the Company and all of its subsidiaries and affiliates taken as a whole. (b) The Company has all necessary full corporate power and authority to execute take and deliver this Amendment has duly taken all necessary corporate action to authorize (i) the Offer to Exchange and to consummate (ii) the transactions contemplated by the Agreement as amended hereby (the "Amended Agreement"). The execution and delivery of this Amendment and the consummation of the transactions contemplated by the Amended Agreement have been duly and validly authorized purchase by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize this Amendment or to consummate the transactions contemplated by the Amended Agreement (other than, with respect Shares pursuant to the MergerOffer to Exchange. The execution, the approval delivery and adoption performance of the Amended this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Amendment has been duly been, and validly when executed and delivered by the Company and constitutes the relevant Trustee, the Indenture will be, duly executed and delivered on behalf of the Company, and, assuming due authorization, execution and delivery of each of the Indenture and this Agreement by each of the other parties thereto is, or in the case of the Indenture will be, a validlegal, legal valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to the Bankruptcy creditors' rights generally and Equity Exception(y) general principles of equity. b. The Company Board has, by unanimous vote of those present, duly and validly approved, and taken all corporate actions required to be taken by the Company Board for the consummation of, the transactions, including the Merger, contemplated by the Amended Agreement and resolved to recommend that the stockholders of the Company approve and adopt the Amended Agreement. c. The Financial Advisor has delivered to the Company Board its opinion to the effect that, as of the date of this Amendment, the Exchange Ratio (as modified by this Amendmentc) is fair to the holders of Shares, and such opinion has not been withdrawn. d. The Company has made available to Parent all material information requested by Parent and within the knowledge of the Company as of the date hereof relating to each of the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices. As of the date hereof, the Company has provided full corporate power and authority to take and will have duly taken all necessary corporate action to authorize any borrowings or financings related to the FDA with all material information, within the knowledge Offer to Exchange. (d) All issued and outstanding securities of the Company as have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being securityholders; and none of such securities was issued in violation of the date hereofpreemptive rights of any holders of any security of the Company. (e) The Debentures have been duly authorized and, when issued, will be validly issued, fully-paid and non-assessable; the holders thereof will not be subject to personal liability under the Company's Articles of Incorporation or Bylaws or the laws of the State of Indiana solely by reason of being such holders; such securities are not and will not be subject to the preemptive rights of any holder of any security of the Company. (f) The Offer to Exchange complies or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Exchange Act"). The Offer to Exchange Material does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or any matter omitted from the Offer to Exchange Material in reliance upon and has filed in conformity with information furnished or confirmed in writing by the Solicitation Agent to the Company expressly for use therein. In connection with the FDA all material notices and filings which Offer to the knowledge of the Company as of the date hereof are required to be filed, in connection with such crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, all such information, notices and filings are true, complete and accurate in all material respects. The notification and reprogramming procedure undertaken by the Company in response to such crystal hermeticicity failures has been authorized by the FDA and, to the knowledge of the Company as of the date hereofExchange, the Company has no basis complied, and will continue to believe that such reprogramming will not prevent comply, with the delivery of inappropriately rapid pacing pulses by the Cadence Model V-110. To the knowledge applicable provisions of the Company as of the date hereof, the Company has no basis to believe that such reprogramming Exchange Act. (which is intended to disable the antitachycardia pacing function of the devices), in and of itself, will result in any malfunctions causing harm to a patient. g) The Company has furnished will file, if required, any and all necessary amendments or supplements to Parent the documents, if any, filed with the Commission or Other Agency relating to the Offer to Exchange and will promptly furnish to the Solicitation Agent true and complete copies of all material correspondence each such amendment and other written information between supplement upon the Company and the FDA prior filing thereof. (h) The Offer to the date hereof with respect to the recent crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, the Company has no basis to believe that a crystal hermeticicity failure similar to the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices would result in the delivery of inappropriately rapid pacing pulses in Exchange (including any other devices manufactured by the Company other than the Cadence Model V-112. To the knowledge of the Company as of the date hereof, except for the crystal hermeticicity failures described above, all devices presently being manufactured and marketed by the Company comply in all respects with applicable requirements of the U.S. Food and Drug Act, except for such failures to comply as would not have a Company Material Adverse Effect. Except as have been provided to Parent prior to the date hereof, to the knowledge of the Company as of the date hereof, from October 23, 1996 to the date hereof, there have been no written statements, citations, warning letters, FDA Forms 483, related borrowings or decisions issued by any Governmental Entity stating that any device produced, manufactured, marketed or distributed at any time financings by the Company or any of its subsidiaries or affiliates), the purchase by the Company of Shares pursuant to the Offer to Exchange, and the execution, delivery and performance of each of the Indenture and this Agreement by the Company, comply and will comply in all material respects with all applicable requirements of federal, state, local and foreign law, including, without limitation, any applicable regulations of the Commission and Other Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency is defective required in connection with the execution, delivery and performance of each of the Indenture and this Agreement by the Company, and, the making or fails consummation by the Company of the Offer to satisfy Exchange or the consummation of the other transactions contemplated by this Agreement or the Offer to Exchange, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of the Company, to execute, deliver and perform each of the Indenture and this Agreement or to commence and consummate the Offer to Exchange in accordance with its terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase of the Shares pursuant to the Offer to Exchange. (i) The Offer to Exchange (including any related borrowings or financings by the Company or any of its subsidiaries or affiliates), the purchase of Shares by the Company pursuant to the Offer to Exchange, and the execution, delivery and performance of each of the Indenture and this Agreement by the Company, do not and will not (i) conflict with or result in a violation of any of the provisions of the certificate of incorporation or by-laws (or similar organizational documents) of the Company, (ii) conflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable standards promulgated to the Company, or any of its subsidiaries or by which any such Governmental Entity. property or asset of the Company or any of its subsidiaries is or may be bound or (iii) result in a breach of any of the material terms or provisions of, or constitute a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is or may be bound. (j) Except as have expressly disclosed in the Offer to Exchange Material, no stop order, restraining order or denial of an application for approval has been provided to Parent prior to the date hereofissued and no investigation, proceeding or litigation has commenced or, to the knowledge best of the Company as of Company's knowledge, threatened before the date hereof, there is no proceeding by the FDA Commission or any other Governmental Entity, including, but not limited to, a grand jury investigation, a 405 hearing Agency with respect to the making or a civil proceeding, pending or threatened as consummation of the date hereof against Offer to Exchange (including the obtaining or use of funds to purchase Shares pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Offer to Exchange or with respect to the ownership of Shares by the Company or any of its subsidiaries or affiliates. (k) The Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) or prospects of the Company or any of its subsidiaries, which is required to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through the Offer to Exchange Material or otherwise. (l) The Company is not, nor will it be as a result of the purchase by the Company of Shares that it may become obligated to purchase pursuant to the terms of the Offer to Exchange, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. (m) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Offer to Exchange is commenced on and as of the date any Offer to Exchange Material is first distributed to holders of Shares and on and as of the date on which any Shares are purchased and payments for Shares are made pursuant of the Offer to Exchange Material.