Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. There is no material (i) action, suit, claim, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or Bartxxx, xxspectively, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement or otherwise or (iii) governmental inquiry pending or to the knowledge of the Company, threatened against or affecting the Company or Bartxxx, xxspectively, (including, without limitation, any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit). The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, financial condition, operations or property. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no material action or suit by the Company pending or threatened against others. Each of the Company and Bartxxx xxx complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and each of the Company and Bartxxx xxx all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where the failure to own or possess such permits, licenses or authorizations could not, either singly or in the aggregate, have a material adverse effect on the business, operations, properties or financial condition of the Company.

Litigation; Compliance with Law. There is no material (i) action, ------------------------------- suit, claim, proceeding or investigation pending or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company or Bartxxx, xxspectivelyCompany, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise or (iii) governmental inquiry pending or or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company or Bartxxx, xxspectively, (including, including without limitation, limitation any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit). The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, financial condition, operations or property. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such litigation, proceeding or investigation, either individually or in the aggregate, would have a material adverse effect on the Company or which might call into question the validity of this Agreement or the various transactions and agreements contemplated hereby. There is no material action or suit by the Company pending or threatened against others. Each of the The Company and Bartxxx xxx has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and each of the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations where the failure to own comply or possess such permits, licenses to be so licensed or authorizations could not, either singly or in the aggregate, qualified would have a material adverse effect on the business, operations, properties or financial condition of the Company.

Litigation; Compliance with Law. There (a) Except as set forth in the Company SEC Documents, there is no material (i) action, suit, claim, proceeding or investigation pending or, to the knowledge of the Company’s knowledge, threatened threatened, against or affecting the Company or Bartxxx, xxspectivelyits properties or assets, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating pending or, to the Company’s knowledge, threatened, against or affecting the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement its properties or otherwise assets or (iii) governmental inquiry pending or or, to the knowledge of the Company’s knowledge, threatened threatened, against or affecting the Company or Bartxxxits properties or assets, xxspectively, (including, without limitation, any inquiry as and to the qualification Company’s knowledge, there is no basis for any of the Company foregoing, except for such proceedings, investigations or Bartxxxinquiries as would not, xxspectivelyindividually or in the aggregate, reasonably be expected to hold or receive any license or permit). The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from cause a legal standpoint, to any liability or disadvantage which may be material to its business, financial condition, operations or propertyMaterial Adverse Change. The Company is not in default with respect to any order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federalfederal, state, municipal or other governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign, except for such defaults as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change. There is no material action action, suit, proceeding or suit investigation by the Company pending pending, threatened or threatened contemplated against others. Each of , except for such actions, suits, proceedings or investigations as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change. (b) The Company and Bartxxx xxx complied has complied, in all material respects respects, with all material laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and each of the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where conducted and the failure Company has been operating its business pursuant to own or possess and in compliance with the terms of all such permits, licenses or and other authorizations could in all material respects, except, in each case, as such failures would not, either singly individually or in the aggregate, have be reasonably be expected to cause a material adverse effect on the business, operations, properties or financial condition of the CompanyMaterial Adverse Change.

Litigation; Compliance with Law. There Except as set forth in Schedule 3.7, -------- --- there is no material (ia) action, suit, claim, proceeding or investigation pending or, to the knowledge best of the Company's knowledge, threatened against or materially adversely affecting the Company or Bartxxx, xxspectivelyCompany, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignGovernmental Entity, (iib) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise or (iiic) governmental inquiry by a Governmental Entity pending or or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company or Bartxxx, xxspectively, (including, including without limitation, limitation any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit), and there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations operations, property or propertyaffairs. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of or any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignGovernmental Entity. There is no material action or suit by the Company pending or threatened against others. Each of the The Company and Bartxxx xxx has complied in all material respects with all laws, rules, regulations and orders of a material nature of any Governmental Entity applicable to its business, operations, properties, assets, products and services, and each of the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where the failure to own or possess with such permits, licenses or authorizations could exceptions as do not, either singly individually or in the aggregate, have a material adverse effect Material Adverse Effect on the business, prospects, financial condition, operations, properties property or financial condition affairs of the Company. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, whether Federal or state, which would prohibit or restrict the Company from, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business which prohibition or restriction would have a Material Adverse Effect on the Company.

Litigation; Compliance with Law. There is no material (i) action, suit, ------------------------------- claim, proceeding or investigation pending or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company or Bartxxx, xxspectivelyCompany, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise or (iii) governmental inquiry pending or or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company or Bartxxx, xxspectively, (including, including without limitation, limitation any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit), and, to the best of the Company's knowledge, there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations operations, property or propertyaffairs. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no material action or suit by the Company pending pending, or threatened or contemplated against others. Each of the The Company and Bartxxx xxx has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and each of the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where and the failure Company has been operating its business pursuant to own or possess and in compliance with the terms of all such permits, licenses and other authorizations. There is no existing law, rule, regulation or authorizations could notorder, either singly and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in the aggregate, have a material adverse effect on the which it proposes to conduct business, operations, properties or financial condition of the Company.

Litigation; Compliance with Law. There is no material (i) action, suit, claim, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or Bartxxx, xxspectivelyany principal of any of the foregoing, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise otherwise, or (iii) governmental inquiry pending or or, to the best of the knowledge of the Company, threatened against or affecting the Company or Bartxxx, xxspectively, (including, including without limitation, limitation any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit), and to the best of the Company's knowledge there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations operations, property or propertyaffairs. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no material action or suit by the Company pending or threatened against others. Each of the The Company and Bartxxx xxx has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and each of services the noncompliance with which would have a material adverse effect on the Company; the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where ; and the failure Company has been operating its business pursuant to own or possess and in compliance with the terms of all such permits, licenses and other authorizations. There is no existing law, rule, regulation or authorizations could notorder, either singly and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in the aggregate, have a material adverse effect on the which it proposes to conduct business, operations, properties or financial condition of the Company.

Litigation; Compliance with Law. There Except as set forth in Schedule 3.06, there is no material no: (i) action, suit, claim, proceeding or investigation pending or, to the knowledge best of the Company’s and the Senior Management Stockholders’ knowledge, threatened against or affecting the Company or Bartxxx, xxspectivelyCompany, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, ; (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise otherwise; or (iii) to the best of the Company’s and the Senior Management Stockholders’ knowledge, governmental inquiry pending or to the knowledge of the Company, threatened against or affecting the Company or Bartxxx, xxspectively, (including, without limitation, any inquiry as to the qualification of the Company or Bartxxx, xxspectively, a Subsidiary of the Company to hold or receive any license or permit). The Company has not received any opinion or memorandum or legal advice from legal counsel to To the effect that it is exposedbest of the Company’s and Senior Management Stockholders’ knowledge, from a legal standpoint, to any liability or disadvantage which may be material to its business, financial condition, operations or property. The the Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There Except as set forth in Schedule 3.06, there is no material action or suit by the Company pending or threatened against others. Each The Company and all of its products have complied, and has not received any notices or other correspondence of the Company and Bartxxx xxx complied failure to have complied, in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, including all applicable rules and each regulations of the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency (collectively, the “Regulatory Agencies”) except where failure to so comply does not have a Material Adverse Effect, and the Company and Bartxxx xxx has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted. There is no existing law, except where rule, regulation or order, and the failure to own Company is not aware of any proposed law, rule, regulation or possess such permitsorder, licenses whether Federal or authorizations could notstate, either singly which would prohibit or materially restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in the aggregate, have a material adverse effect on the any jurisdiction in which it is now conducting business, operations, properties or financial condition of the Company.

Litigation; Compliance with Law. (a) There is no material no: (i) action, suit, claim, proceeding or investigation pending or, to the knowledge best of the Company’s knowledge, threatened against or affecting the Company or Bartxxx, xxspectivelyCompany, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, , (ii) arbitration proceeding relating to the Company or Bartxxx, xxspectively, pending under a collective bargaining agreement agreements or otherwise or otherwise, or (iii) governmental inquiry pending or or, to the knowledge best of the Company’s knowledge, threatened against or affecting the Company or Bartxxx, xxspectively, (including, including without limitation, limitation any inquiry as to the qualification of the Company or Bartxxx, xxspectively, to hold or receive any license or permit). , and there is no basis for any of the foregoing. (b) The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations operations, property or property. affairs. (c) The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. . (d) There is no material action or suit by the Company pending pending, threatened or threatened contemplated against others. Each of the . (e) The Company and Bartxxx xxx (i) has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, including all applicable laws relating to the employment of labor, wages, hours, equal opportunity, collective bargaining and each the payment of the Company Social Security and Bartxxx xxx other taxes, (ii) has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except where and (iii) has been operating its business pursuant to and in compliance with the failure to own or possess terms of all such permits, licenses and other authorizations. (f) There is no existing or, to the Company’s knowledge after due inquiry, proposed law, rule, regulation or authorizations could notorder, either singly whether federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in the aggregate, have a material adverse effect on the which it proposes to conduct business, operations, properties or financial condition of the Company.