Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that # purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or # would reasonably be expected to have a Material Adverse Effect.

Litigation. You agree to cooperate with the Company beginning on the Effective Date and thereafter (including following your termination of employment for any reason) by making yourself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested. The Company agrees to reimburse you for all expenses actually incurred in connection with your provision of testimony or assistance, and if you provide testimony or assistance after the one-year anniversary of your termination as an employee and Board member (or during the first year after your termination as an employee and Board member if no severance is being paid with respect to such time), $200 per hour for your time.

Litigation. There are no actions, suits, or proceedings (including # any proceeding seeking the withdrawal, recall, revocation, suspension, import detention, or seizure of any Product or # other civil or criminal proceedings that involve a matter within or related to the FDA’s or any other Governmental Authority’s jurisdiction) pending or, to the knowledge of the Seller, after due inquiry, threatened in writing against the Seller that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding with respect to any Ortho Party, which with respect to any Person other than the Seller, could reasonably be expected to have a Material Adverse Effect.

Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably be expected to have a Material Adverse Effect.

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which # adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or # would, if there were an unfavorable decision, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Litigation. There are no actions or proceedings pending by or against any Loan Party before any court or administrative agency in which an adverse decision could have a Material Adverse Effect.

Litigation. Except as disclosed in filings with the Securities and Exchange Commission prior to the Closing Date, there are no actions, investigations, suits or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, arbitrator or other Person, # against any of the Borrower or any of its properties that, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or # which questions the validity or enforceability of this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby.

Litigation. Except as specifically disclosed in [Schedule 3.6], there are no actions, suits, proceedings, claims or disputes pending or, to its knowledge after due and diligent investigation, or threatened, in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against it or any of its Subsidiaries or against any of its properties or revenues that # purport to affect or pertain to its business, this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or # if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against the Borrower or any Subsidiary before any court or administrative agency that could reasonably be expected to result in damages or costs to the Borrower or any Subsidiary of Five Million Dollars ($5,000,000.00) or more.