Common use of No Violation, Litigation or Regulatory Action Clause in Contracts

No Violation, Litigation or Regulatory Action. (a) The Medical Device Global Operations and the Purchased Assets and their current uses comply in all material respects with all applicable Requirements of Laws and Governmental Orders, (b) Seller has complied in all material respects with all Requirements of Laws and Governmental Orders which are applicable to the Purchased Assets or the Medical Device Global Operations, (c) no Governmental Body has at any time challenged or questioned the legal right of Seller to sell any of its products or to provide any of its services in the present manner or as contemplated in the conduct of the Medical Device Global Operations and (d) Seller has complied in all material respects with the contracts of employment of the Transferred Employees and with all applicable laws, regulations and codes of practice relating to them. Further, to Seller’s Knowledge, no claim, enquiry or investigation in relation to the Transferred Employees or former employees has been made or threatened against Seller or against any person whom Seller is or may be liable to indemnify or compensate. Except as set forth on Schedule 4.10, there are no lawsuits, claims, suits, proceedings or investigations pending or threatened in writing against or affecting the Medical Device Global Operations or the Transferred Employees; there is not, and during the three years preceding the date of this agreement there has not been any industrial action affecting Seller; and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant. There is no action, suit or proceeding pending or threatened which questions the legality of the transactions contemplated by this Agreement.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 5.13: (a) The Medical Device Global Operations the Company and the Purchased Assets and their current uses comply in all material respects Subsidiaries have complied with all applicable Requirements of Laws Law and Governmental Court Orders, other than those instances of noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (b) Seller has complied in all material respects with all Requirements as of Laws and Governmental Orders which are applicable to the Purchased Assets or the Medical Device Global Operationsdate hereof, (ci) no Governmental Body has at any time challenged or questioned the legal right of Seller to sell any of its products or to provide any of its services in the present manner or as contemplated in the conduct of the Medical Device Global Operations and (d) Seller has complied in all material respects with the contracts of employment of the Transferred Employees and with all applicable laws, regulations and codes of practice relating to them. Further, to Seller’s Knowledge, no claim, enquiry or investigation in relation to the Transferred Employees or former employees has been made or threatened against Seller or against any person whom Seller is or may be liable to indemnify or compensate. Except as set forth on Schedule 4.10, there are no lawsuits, claimsactions, suits, proceedings or investigations pending or, to the Knowledge of Aon, threatened against the Company or threatened any of the Subsidiaries which, individually or in writing against the aggregate, are reasonably expected to have a Material Adverse Effect and (ii) without limiting the generality of the foregoing, neither the Company nor any Subsidiary has received any notice from any Administrative Authority since January 1, 2006 alleging any violation of any Requirements of Law or affecting the Medical Device Global Operations or the Transferred Employees; there is not, and during the three years preceding Court Orders which would reasonably be expected to have a Material Adverse Effect; (c) as of the date of this agreement hereof, there has not been any industrial action affecting Seller; and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant. There is no action, suit suit, proceeding or proceeding investigation pending or or, to the Knowledge of Aon, threatened which that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; (d) the Company and the Subsidiaries have collected, maintained, processed, transmitted and used data, at all times, in all material respects in accordance with the applicable Requirements of Law, including those affecting or relating to privacy and data protection, and the privacy rights of individuals to which the data pertain; and (e) neither the Company nor any of the Subsidiaries is subject to any outstanding judgment, award, order, injunction or decree or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of, any Administrative Authority that restricts in any material respect the conduct of its business as currently conducted (each, a “Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing or, to the Knowledge of Aon, verbally since January 1, 2006 by any Administrative Authority that it is considering issuing or requesting any such Regulatory Agreement. None of the representations and warranties contained in Sections 5.13(a) or 5.13(b) shall be deemed to relate to Tax matters (which are governed by Section 5.7), ERISA and employee benefits matters (which are governed by Section 5.16) or Environmental Matters (which are governed by Section 5.17).

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 5.21: (ai) The Medical Device Global Operations and the Purchased Assets and their current uses comply in all material respects with all applicable Requirements of Laws and Governmental Court Orders, ; (bii) Seller has complied in all material respects with all Requirements of Laws and Governmental Court Orders which are applicable to the Purchased Assets or the Medical Device Global Operations, (c) no Business and Seller has not been excluded or debarred from providing services to a Governmental Body has at any time challenged or questioned the legal right of Seller to sell any of its products or to provide any of its services customer that participates in the present manner a program sponsored by a Governmental Body; (iii) there are no lawsuits, claims, suits or as contemplated in the conduct of the Medical Device Global Operations and (d) proceedings pending against Seller has complied in all material respects with the contracts of employment of the Transferred Employees and with all applicable laws, regulations and codes of practice relating to them. Furtherand, to the knowledge of Seller’s Knowledge, no claim, enquiry or investigation in relation to the Transferred Employees or former employees has been made or threatened against Seller or against any person whom Seller is or may be liable to indemnify or compensate. Except as set forth on Schedule 4.10, there are no investigations pending and no lawsuits, claims, suits, proceedings or investigations pending or threatened in writing against or affecting Seller nor, to the Medical Device Global Operations or knowledge of Seller, is there any basis for any of the Transferred Employees; there is notsame, and during the three years preceding the date of this agreement there has not been any industrial action affecting Seller; and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant. There ; (iv) there is no action, suit or proceeding pending or against Seller or, to the knowledge of Seller, threatened which questions the legality or propriety of the transactions contemplated by this Agreement; and (v) neither Seller nor the Purchased Assets are subject to any Court Order, other than protective orders and similar orders, or Requirements of Laws, in the ordinary course of business.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 5.22: (a) The Medical Device Global Operations neither Company or any Subsidiary is subject to any Court Order; (b) the assets of Company and its Subsidiaries and the Purchased Assets and their current uses of such assets comply in all material respects with all applicable Requirements of Laws and Governmental Court Orders, ; (bc) Seller has complied the Company Business is in all material respects compliance with all Requirements of Laws and Governmental Court Orders which are applicable to the Purchased Assets Company Business; (d) neither Company nor any Subsidiary is subject to any pending (i) lawsuits, suits, proceeding or the Medical Device Global Operationsinvestigation by any Governmental Body, (c) no Governmental Body nor, to Sellers’ Knowledge, has at any time challenged such lawsuit, suit, proceeding or questioned the legal right of Seller to sell investigation been threatened against Company or any of its products or to provide any of its services in the present manner or as contemplated in the conduct of the Medical Device Global Operations Subsidiaries, and (dii) Seller since March 15, 2002, neither the Company nor any Subsidiary has complied in all material respects with the contracts received written notice of employment of the Transferred Employees and with all applicable lawsany investigation by any Governmental Body, regulations and codes of practice relating to them. Furtherand, to Seller’s Sellers’ Knowledge, no claim, enquiry or investigation in relation to the Transferred Employees or former employees neither Company nor any Subsidiary has been made the subject of any investigation by any Governmental Body. (e) neither Company nor any Subsidiary is a plaintiff in any lawsuit, suit or threatened against Seller or against any person whom Seller is or may be liable to indemnify or compensate. Except as set forth on Schedule 4.10proceeding, other than routine claims for damage amounts not in excess of $100,000; (f) there are no lawsuits, claims, suits, proceedings or investigations pending or threatened in writing against or affecting the Medical Device Global Operations or the Transferred Employees; there is not, and during the three years preceding the date of this agreement there has not been any industrial action affecting Seller; and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant. There is no action, suit or proceeding pending or or, to Sellers’ Knowledge, threatened which questions the legality or propriety of the transactions contemplated by this Agreement; and (g) to Sellers’ Knowledge, there are no situations with respect to Company or any of its Subsidiaries that involved or involves (i) the use of funds of Company or such Subsidiary for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) the making of any direct or indirect unlawful payments to government officials or others by Company or any such Subsidiary or the establishment or maintenance of any unlawful or unrecorded funds, (iii) the violation of any of the provisions of The Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder, (iv) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws or (v) any investigation by the SEC or any other federal, foreign, state or local government agency or authority; and (h) Except as set forth on Schedule 5.22(h), (x) neither the Company or anyone purporting to act on behalf of Company has made, since March 15, 2002, nor are there any pending, claims against manufacturers of the inventories of the Company or any Subsidiary, including, without limitation, with respect to breach of warranty or the quality or condition of inventories involving US$250,000 or more, and (y) customers or consumers have not made, since March 15, 2002, nor are there any pending, claims against the Company or any of its Subsidiaries, including, without limitation, with respect to breach of warranty or the quality or condition of any products sold by Company or any Subsidiary, involving $250,000 or more. Since March 15, 2002, none of the products manufactured or sold by the Company or any of its Subsidiaries have been the subject of any voluntary or imposed recall by any Governmental Body or the subject of any voluntary or corrective action ordered by any Governmental Body, nor is any such recall or corrective action currently contemplated by the Company or any of its Subsidiaries. Since March 15, 2002, to Sellers’ Knowledge, no complaints with respect to the products manufactured or sold by the Company or any of its Subsidiaries have been filed by any Person with the Consumer Products Safety Commission in the United States or with any similar entity in any foreign jurisdiction.