Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon Material Adverse Effect: (a) Aon and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon or any of the Aon Subsidiaries, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 2018, neither Aon nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permits.
Appears in 5 contracts
Samples: Business Combination Agreement, Business Combination Agreement (Willis Towers Watson PLC), Business Combination Agreement (Aon PLC)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a WTW Material Adverse Effect: (a) Aon WTW and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon WTW or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon WTW or any of the Aon SubsidiariesWTW Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 2018, neither Aon WTW nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon WTW or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon WTW nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon WTW has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon WTW and the Aon WTW Subsidiaries are in compliance with such Environmental Permits.
Appears in 5 contracts
Samples: Business Combination Agreement, Business Combination Agreement (Aon PLC), Business Combination Agreement (Willis Towers Watson PLC)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Parent Material Adverse Effect: (a) Aon Parent and its Subsidiaries are now and have been since January 1, 2018 2011 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon Parent or any of the Aon Parent’s Subsidiaries, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 20182011, neither Aon Parent nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon Parent or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon Parent nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon Parent has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc), Agreement and Plan of Merger (Forest Laboratories Inc)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Company Material Adverse Effect: (a) Aon the Company and its Subsidiaries are now and have been since January 1, 2018 2012 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon the Company or any of the Aon SubsidiariesCompany Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 20182012, neither Aon the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon the Company nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon the Company has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Warner Chilcott LTD), Agreement and Plan of Merger (Actavis PLC)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Parent Material Adverse Effect: (a) Aon Parent and its Subsidiaries are now and have been since January 1, 2018 2012 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon Parent or any of the Aon Parent’s Subsidiaries, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 20182012, neither Aon Parent nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon Parent or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon Parent nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon Parent has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Warner Chilcott LTD), Agreement and Plan of Merger (Actavis PLC)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Parent Material Adverse Effect: (a) Aon Parent and its Subsidiaries are now and have been since January 1, 2018 2013 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon Parent or any of the Aon SubsidiariesParent’s Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 20182013, neither Aon Parent nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon Parent or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon Parent nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon Parent has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon Parent and the Aon Parent Subsidiaries are in compliance with such Environmental Permits.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings PLC), Agreement and Plan of Merger (Towers Watson & Co.)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Company Material Adverse Effect: (a) Aon the Company and its Subsidiaries are now and have been since January July 1, 2018 2012 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon the Company or any of the Aon SubsidiariesCompany Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January July 1, 20182012, neither Aon the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon the Company nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon the Company has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon the Company and the Aon Company Subsidiaries are in compliance with such Environmental Permits.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings PLC), Agreement and Plan of Merger (Towers Watson & Co.)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Company Material Adverse Effect: (a) Aon the Company and its Subsidiaries are now and have been since January 1, 2018 2011 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon the Company or any of the Aon SubsidiariesCompany Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 20182011, neither Aon the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon the Company nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon the Company has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon Actavis Material Adverse Effect: (ai) Aon Actavis and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; (bii) no property currently or formerly owned, leased or operated by Aon Actavis or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon or any of the Aon Subsidiarieslocation, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated Remediated or removedRemoved (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (ciii) since January 1, 2018, neither Aon Actavis nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon Actavis or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (div) neither Aon Actavis nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental EntityRelevant Authority, or any indemnity or other agreement with any third party, imposing concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance; and (ev) Aon Actavis has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 2 contracts
Samples: Agreement (Actavis, Inc.), Warner Chilcott PLC
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Xxxxxx Material Adverse Effect: (ai) Aon Xxxxxx and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not since December 31, 2009 violated any, applicable Environmental Laws; (bii) to the knowledge of Xxxxxx, no property currently or formerly owned, leased or operated by Aon Xxxxxx or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon or any of the Aon Subsidiarieslocation, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated Remediated or removedRemoved (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability, in any case by or affecting Xxxxxx or any of its Subsidiaries; (ciii) since January 1, 2018, neither Aon Xxxxxx nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon Xxxxxx or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actionsLaw; and (div) neither Aon Xxxxxx nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental EntityRelevant Authority, or any indemnity or other agreement with any third party, imposing concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance; and (e) Aon has all of . As used herein, the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permits.term
Appears in 2 contracts
Samples: Agreement (Eaton Corp), Transaction Agreement (Cooper Industries PLC)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Sun Material Adverse Effect: (ai) Aon Sun and its the Sun Subsidiaries are now and have been been, since January 1, 2018 2020, in compliance with all, and have not violated any, all applicable Environmental Laws; (bii) to the knowledge of Sun, no property currently or formerly owned, leased or operated by Aon Sun or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon or any of the Aon Subsidiaries, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (ciii) since January 1, 20182020, neither Aon Sun nor any of its Subsidiaries Sun Subsidiary has received any notice, demand letter, claim or request, request for information alleging that Aon Sun or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (div) neither Aon Sun nor any of its Subsidiaries Sun Subsidiary is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (ev) Aon Sun has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 1 contract
Samples: Transaction Agreement (WestRock Co)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a Company Material Adverse Effect: (a) Aon the Company and its Subsidiaries are now and have been since January April 1, 2018 2011 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by Aon the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon the Company or any of the Aon SubsidiariesCompany Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January April 1, 20182011, neither Aon the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request, request for information alleging that Aon the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Aon the Company nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) Aon the Company has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, and all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permitsgood standing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon a WTW Material Adverse Effect: (a) Aon WTW and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; Laws; (b) no property currently or formerly owned, leased or operated by Aon WTW or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon WTW or any of the Aon SubsidiariesWTW Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; Liability; (c) since January 1, 2018, neither Aon WTW nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon WTW or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; actions; (d) neither Aon WTW nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; Substance; and (e) Aon WTW has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon WTW and the Aon WTW Subsidiaries are in compliance with such Environmental Permits.
Appears in 1 contract
Samples: Business Combination Agreement
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Aon Material Adverse Effect: (a) Aon and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; Laws; (b) no property currently or formerly owned, leased or operated by Aon or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by Aon or any of the Aon Subsidiaries, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; Liability; (c) since January 1, 2018, neither Aon nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that Aon or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; actions; (d) neither Aon nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; Substance; and (e) Aon has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and Aon and the Aon Subsidiaries are in compliance with such Environmental Permits.
Appears in 1 contract
Samples: Business Combination Agreement