Litigation; Products Liability. Except as set forth in Section 5.10 to the ALARIS Disclosure Schedule, there is no suit, claim, action, proceeding, hearing, notice of violation, demand letter or investigation (an “Action”) pending before any Governmental Authority, or, to the knowledge of ALARIS (or its executive officers or directors), threatened, against ALARIS or any of its subsidiaries or any executive officer or director of ALARIS or any of its subsidiaries which, if adversely determined would be material. Neither ALARIS nor any of its subsidiaries is subject to any outstanding order, writ, injunction or decree of any Governmental Authority having jurisdiction that, individually or in the aggregate, insofar as can be reasonably foreseen, could have a Material Adverse Effect on ALARIS or a material adverse effect on the ability of ALARIS to consummate the transactions contemplated by this Agreement. Except as set forth in Section 5.10 to the ALARIS Disclosure Schedule, since January 1, 2001, neither ALARIS nor any of its subsidiaries have been subject to any outstanding order, writ, injunction or decree of any Governmental Authority having jurisdiction relating to ALARIS’ or any of its subsidiaries’ method of doing business or its or their relationship with past, existing or potential users or purchasers of any goods or services of ALARIS or any of its subsidiaries. Except as set forth in Section 5.10 to the ALARIS Disclosure Schedule, there is no Action presently pending, or, to the knowledge of ALARIS (or its executive officers or directors), threatened, against ALARIS relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of ALARIS or any of its subsidiaries. Except as set forth in Section 5.10(b) to the ALARIS Disclosure Schedule, neither ALARIS nor any of its subsidiaries has extended to its customers any written product warranties, indemnifications or guarantees other than those extended from time to time in the ordinary course of business.
Litigation; Products Liability. Except as set forth in Section 5.10 to the BLP Disclosure Schedule, there is no suit, claim, action, proceeding, hearing, notice of violation, demand letter or investigation (an “Action”) pending, or, to the knowledge of BLP (or its executive officers or directors), threatened, against BLP or any of its subsidiaries, and there is no Action pending, or, to the knowledge of BLP (or its executive officers or directors), threatened, against any executive officer or director of BLP or any of its subsidiaries that is in any way reasonably related to, or that could reasonably be expected to impact, the business or operations of BLP. Neither BLP nor any of its subsidiaries is subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect on BLP or a material adverse effect on the ability of BLP to consummate the transactions contemplated by this Agreement. Except as set forth in Section 5.10 to the BLP Disclosure Schedule, since January 1, 1998, neither BLP nor any of its subsidiaries have been subject to any outstanding order, writ, injunction or decree relating to BLP’s or any of its subsidiaries’ method of doing business or its or their relationship with past, existing or future users or purchasers of any goods or services of BLP or any of its subsidiaries.
Litigation; Products Liability. There is no suit, claim, action, proceeding, hearing, notice of violation, demand letter or investigation (an "Action") pending or, to the knowledge of Purchaser (or its executive officers or directors), threatened against Purchaser, any of its subsidiaries or any of their respective executive officers or directors that, individually or in the aggregate, would have a Material Adverse Effect on Purchaser or a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby. Neither Purchaser nor any of its subsidiaries is subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, that would have a Material Adverse Effect on Purchaser or a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby. There is no Action presently pending or, to the knowledge of Purchaser (or its executive officers or directors), threatened against Purchaser or any of its subsidiaries relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including, without limitation, any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of Purchaser or any of its subsidiaries, which if adversely determined, would have a Material Adverse Effect on Purchaser.
Litigation; Products Liability. There is no Action pending or, to the knowledge of Target, threatened against Target, any of its subsidiaries or any of their respective executive officers or directors that, individually or in the aggregate, would have a Material Adverse Effect on Target or a material adverse effect on the ability of Target to consummate the transactions contemplated hereby. Neither Target nor any of its subsidiaries is subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, that would have a Material Adverse Effect on Target or a material adverse effect on the ability of Target to consummate the transactions contemplated hereby. There is no Action presently pending or, to the knowledge of Target, threatened against Target or any of its subsidiaries relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including, without limitation, any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of Target or any of its subsidiaries, which if adversely determined, would have a Material Adverse Effect on Target.
Litigation; Products Liability. Set forth on Schedule 3.9 is a list of all actions, suits, proceedings, investigations or grievances pending against Seller or, to the best knowledge of Seller, threatened against Seller, the Business or any property or rights of Seller, at law or in equity or before or by any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign ("Agencies"). None of the actions, suits, proceedings or investigations listed on Schedule 3.9 either (i) results in or would, if adversely determined, have a Material Adverse Effect or (ii) affects or would, if adversely determined, affect the right or ability of Seller to carry on the Business substantially as now conducted. Seller is not subject to any continuing court or Agency order, writ, injunction or decree applicable specifically to the Assets, the Business or employees of Seller, or in default with respect to any order, writ, injunction or decree of any court or Agency with respect to the Assets, the Business, operations or employees. Seller does not have any liability, including, but not limited to, any environmental, health or safety liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by Seller.
Litigation; Products Liability. Except at set forth in Section 3.8 to the Seller Disclosure Schedule, there is no suit, claim, action, proceeding, hearing, notice of violation, demand letter or investigation (an “Action“) pending, or, to the knowledge of Seller or the Company (or its executive officers or directors), threatened, against Seller, Newco, or the Company or any executive officer or director of Seller, Newco, or the Company with respect to the business of Newco or the Company. Except as set forth in Section 3.8 to the Seller Disclosure Schedule, none of Seller, Newco, and the Company is subject to any outstanding order, writ, injunction or decree. Except as set forth in Section 3.8 to the Seller Disclosure Schedule, since January 1, 2003, none of Seller, Newco, and the Company has been subject to any outstanding order, writ, injunction or decree relating to the Company’s method of doing business or its relationship with past, existing or future users or purchasers of any goods or services of the Company. Except as set forth in Section 3.8 to the Seller Disclosure Schedule, there is no Action presently pending, or, to the knowledge of Seller or the Company (or its executive officers or directors), threatened, against Seller, Newco, or the Company relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of the Company. Except as set forth in Section 3.8 to the Seller Disclosure Schedule, none of Seller, Newco, and the Company has extended to its customers any written nonuniform product warranties, indemnifications or guarantees.
Litigation; Products Liability. (a) There are no material actions, suits or proceedings pending, and there are no investigations pending, or threatened to which the Company is or will be a party, or which relate, directly or indirectly, to the operations, properties, prospects or condition of the business of the Company, before or by any federal, state, municipal or other governmental department or commission or court or arbitrator. The Company does not know or have reasonable grounds to know of any basis for any such action, proceeding or investigation in the future.
(b) To the best of the Company's knowledge, there has not been any accident, happening or event which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship, including, without limitation, any alleged failure to warn of any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving a product of the Company manufactured, produced, distributed or sold by or on behalf of, the Company which is likely to result in a claim or loss that would have a material adverse effect on the Company.
Litigation; Products Liability. 20 4.13 Brokerage and Finder's Fees.................................20 4.14
Litigation; Products Liability. Except as set forth in Section 4.12 to the Allegiance Disclosure Schedule, there is no Action pending or, to the knowledge of Allegiance (or its executive officers or directors), threatened against Allegiance or any executive officer or director of Allegiance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Allegiance or a material adverse effect on the ability of Allegiance to consummate the transactions contemplated hereby. Allegiance is not subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, insofar as can be reasonably foreseen, would have a Material Adverse Effect on Allegiance or a material adverse effect on the ability of Allegiance to consummate the transactions contemplated hereby. Except as set forth in Section 4.12 to the Allegiance Disclosure Schedule, since October 1, 1996, Allegiance has not been subject to any outstanding order, writ, injunction or decree relating to Allegiance's method of doing business or its relationship with past, existing or future users or purchasers of any goods or services of Allegiance. Except as set forth in Section 4.12 to the Allegiance Disclosure Schedule, there is no Action presently pending or, to the knowledge of Allegiance (or its executive officers or directors), threatened against Allegiance relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including, without limitation, any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of Allegiance, which if adversely determined, would have a Material Adverse Effect on Allegiance.
Litigation; Products Liability. Except as set forth in Section 4.11 of the Seller Disclosure Schedule, during the past three years, there have been no material Actions filed against the Seller in respect of the Business Unit or against Q-Tech, nor is any Action currently pending or, to the Seller’s knowledge, threatened against the Seller in respect of the Business Unit or against Q-Tech. With respect to the Business Unit, the Seller is not subject to any outstanding Governmental Order that names the Seller or, to the Seller’s knowledge, otherwise materially affects its assets or the operation of the Business Unit in a manner substantially different from other Persons in the same or similar industries as the Business Unit. As of the date hereof, Q-Tech is not subject to any outstanding Governmental Order that names Q-Tech or, to the Seller’s knowledge, otherwise materially affects its assets or operations in a manner substantially different from other Persons in the same or similar industries as the Business Unit. During the past three years, neither the Seller nor Q-Tech has recalled any Products sold by the Business Unit. There are no Governmental Orders or Actions by any Governmental Authority indicating that any Product or service provided by the Business Unit fails in any material respect to meet any standards promulgated by any Governmental Authority.
