Common use of Litigation, Environmental and Labor Matters Clause in Contracts

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06 hereto, Irish Holdco’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Target’s Annual Report on Form 10-K for the year ended December 31, 2014, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Irish Holdco, threatened against or affecting Irish Holdco or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December 31, 2014, as of the Closing Date, there have been no developments in any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports described above which could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, to result in a Material Adverse Effect. (b) Except with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither Irish Holdco nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and (B) no Hazardous Materials are present at or have been Released at, in, on or under any real property (including real property formerly owned or operated by Irish Holdco or its Subsidiaries, or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise to any Environmental Liability of Irish Holdco or any of its Subsidiaries. (c) As of the Closing Date, there are no strikes, lockouts or slowdowns against Irish Holdco or any of its Subsidiaries pending or, to the knowledge of Irish Holdco, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of Irish Holdco and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Irish Holdco or any of its Subsidiaries, or for which any claim may be made against Irish Holdco or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Irish Holdco or any of its Material Subsidiaries are bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06 hereto3.06, Irish Holdco’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Target’s Annual Report on Form 10-K for the year ended December 31, 2014, (i) there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Irish Holdcothe Borrower, threatened against or affecting Irish Holdco the Borrower or any of its Subsidiaries Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December 31, 2014, as Effect and (ii) none of the Closing DateBorrower or any Subsidiary has treated, there have been no developments stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports described above which a manner that could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, expected to result in have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither Irish Holdco nor none of the Borrower or any of its Subsidiaries Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is has, to the knowledge of the Borrower, become subject to any Environmental Liability or Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and Liability or (Biv) no Hazardous Materials are present at or have been Released athas, into the knowledge of the Borrower, on or under any real property (including real property formerly owned or operated by Irish Holdco or its Subsidiariesbasis to reasonably expect that Holdings, the Borrower or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise Restricted Subsidiary will become subject to any Environmental Liability of Irish Holdco or any of its SubsidiariesLiability. (c) As of Except with respect to any matters that, individually or in the Closing Dateaggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikesstrikes or other labor disputes against Holdings, lockouts or slowdowns against Irish Holdco the Borrower or any of its Subsidiaries Restricted Subsidiary pending or, to the knowledge of Irish Holdcothe Borrower, threatened that have resulted in, in writing and (b) none of the Borrower or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of Irish Holdco and its the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Irish Holdco or any Requirements of its Subsidiaries, or for which any claim may be made against Irish Holdco or any of its Subsidiaries, on account of wages Law dealing with wage and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Irish Holdco or any of its Material Subsidiaries are boundhour matters.

Litigation, Environmental and Labor Matters. (a) Except as set forth on in Schedule 3.06 hereto, Irish HoldcoEndo’s Annual Report on Form 10-K for the year ended December 31, 2012, Endo’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2013, June 30, 2013 and September 30, 2013, Parent’s S-4 filing on January 21, 2014, Endo’s 8-K filing on February 19, 2014 and the Target’s Annual Report on Form 10-K for the year ended December 31, 20142012 and Target’s quarterly financial statements ended March 31, 2013, June 30, 2013 and September 30, 2013, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Irish Holdco, threatened against or affecting the Parent, the Irish Holdco or any of its their respective Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December 31, 2014, as of the Closing Date, there There have been no developments in (x) any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports Reports, 8-K filing or S-4 filing described above since February 19, 2014 or (y) Schedule 3.06, which in each case could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, to result in a Material Adverse Effect. (b) Except with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither the Parent, the Irish Holdco nor any of its their respective Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and (B) no Hazardous Materials are present at or have been Released at, in, on or under any real property (including real property formerly owned or operated by Irish Holdco or its Subsidiaries, or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise to any Environmental Liability of Irish Holdco or any of its Subsidiaries. (c) As of the Closing Date, there There are no strikes, lockouts or slowdowns against the Irish Holdco or any of its Subsidiaries pending or, to the knowledge of Irish Holdcotheir knowledge, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of the Irish Holdco and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Irish Holdco or any of its Subsidiaries, or for which any claim may be made against the Irish Holdco or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Irish Holdco the Borrowers or any of its their respective Material Restricted Subsidiaries are is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06 hereto, Irish HoldcoVidara’s registration statement on Form S-4, Horizon’s Annual Report on Form 10-K for the year ended December 31, 2014 2013 and the TargetHorizon’s Annual Report quarterly report on Form 10-K Q for the year quarter ended December March 31, 2014, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of Irish HoldcoHoldco and the Borrowers, threatened against or affecting Irish Holdco or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December March 31, 2014, as of the Closing Datedate hereof, there have been no developments in any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports described above which could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, to result in a Material Adverse Effect. (b) Except with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither Irish Holdco nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and (B) no Hazardous Materials are present at or have been Released at, in, on or under any real property (including real property formerly owned or operated by Irish Holdco or its their respective Subsidiaries, or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise to any Environmental Liability of Irish Holdco or any of its respective Subsidiaries. (c) As of the Closing Date, there are no strikes, lockouts or slowdowns against Irish Holdco or any of its Subsidiaries pending or, to the knowledge of any of Irish HoldcoHoldco and the Borrowers, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of Irish Holdco and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Irish Holdco or any of its Subsidiaries, or for which any claim may be made against Irish Holdco or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Irish Holdco the Borrowers or any of its their respective Material Subsidiaries are is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06 hereto, Irish Holdco’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Target’s Annual Report on Form 10-K for the year ended December 31, 2014, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Irish Holdco, threatened against or affecting Irish Holdco or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December 31, 2014, as of the Closing Datedate hereof, there have been no developments in any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports described above which could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, to result in a Material Adverse Effect. (b) Except with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither Irish Holdco nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and (B) no Hazardous Materials are present at or have been Released at, in, on or under any real property (including real property formerly owned or operated by Irish Holdco or its Subsidiaries, or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise to any Environmental Liability of Irish Holdco or any of its Subsidiaries. (c) As of the Closing Date, there are no strikes, lockouts or slowdowns against Irish Holdco or any of its Subsidiaries pending or, to the knowledge of Irish Holdco, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of Irish Holdco and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Irish Holdco or any of its Subsidiaries, or for which any claim may be made against Irish Holdco or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Irish Holdco or any of its Material Subsidiaries are bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06 hereto, Irish Holdco’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Target’s Annual Report on Form 10-K for the year ended December 31, 2014, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Irish Holdco, threatened against or affecting Irish Holdco or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Since December 31, 2014, as of the Closing DatedDate hereof, there have been no developments in any of the matters disclosed in Schedule 3.06 or in the registration statement or the Annual or Quarterly Reports described above which could reasonably be expected, individually or in the aggregate with any such other matters or any additional actions, suits, proceedings or investigations, to result in a Material Adverse Effect. (b) Except with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (A) neither Irish Holdco nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability; and (B) no Hazardous Materials are present at or have been Released at, in, on or under any real property (including real property formerly owned or operated by Irish Holdco or its Subsidiaries, or any location where Hazardous Materials have been sent for re-use, recycling, treatment, storage or disposal) that would reasonably be expected to give rise to any Environmental Liability of Irish Holdco or any of its Subsidiaries. (c) As of the Closing Date, there are no strikes, lockouts or slowdowns against Irish Holdco or any of its Subsidiaries pending or, to the knowledge of Irish Holdco, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of Irish Holdco and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Irish Holdco or any of its Subsidiaries, or for which any claim may be made against Irish Holdco or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Irish Holdco or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Irish Holdco or any of its Material Subsidiaries are bound.