Common use of Significant Subsidiaries Clause in Contracts

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company designated on Exhibit C hereto (each, a the “Significant SubsidiarySubsidiaries”) (i) has been duly incorporated and incorporated, organized or formed, is validly existing and as a corporation or other business entity in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and incorporation, organization or formation (ii) to the extent the concept of good standing or any functional equivalent is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its properties property and to conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to do transact business as a foreign corporation and is in good standing, where such concept applies, standing in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualify qualified or be in good standing would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding shares of capital stock or other equity interests of each Significant Subsidiary of the Company has have been duly and validly authorized and validly issued and is issued, are fully paid and nonassessable; non-assessable and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary are owned directly or indirectly by the Company, directly free and clear of all liens, encumbrances, equities or through claims, except for such liens, encumbrances, equities or claims that would not be material to the Company and its subsidiaries, is owned free from liens, encumbrances and security intereststaken as a whole.

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary “significant subsidiary,” if any, of the Company designated on Exhibit C hereto (each, as such term is defined in Rule 1-02(w) of Regulation S-X under the 1933 Act) (each a “Significant Subsidiary” and, collectively, the “Subsidiaries”) (i) has been duly incorporated organized and is validly existing and as a corporation in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) incorporation, has the corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; Prospectus and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing, where such concept applies, standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure so to so qualify or to be in good standing would not, individually not materially affect the business or financial condition of the Company; except as otherwise disclosed in the aggregateProspectus, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant such Subsidiary of the Company has been duly authorized and validly issued and issued, is fully paid and nonassessable; non-assessable and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, is owned free from liensand clear of any security interest, encumbrances mortgage, pledge, lien, encumbrance, claim or equity; and security interestsnone of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or similar rights of any securityholder of such Subsidiary.

Significant Subsidiaries. Each subsidiary “significant subsidiary”, if any, of the Company designated on Exhibit C hereto (each, as such term is defined in Rule 1-02(w) of Regulation S-X under the 1933 Act) (each a “Significant Subsidiary” and, collectively, the “Subsidiaries”) (i) has been duly incorporated organized and is validly existing and as a corporation in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) incorporation, has the corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; Prospectus and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing, where such concept applies, standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure so to so qualify or to be in good standing would not, individually not materially affect the business or financial condition of the Company; except as otherwise disclosed in the aggregateProspectus, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant such Subsidiary of the Company has been duly authorized and validly issued and issued, is fully paid and nonassessable; non-assessable and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, is owned free from liensand clear of any security interest, encumbrances and security interestsmortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or similar rights of any securityholder of such Subsidiary.

Significant Subsidiaries. Each subsidiary of Tyco's subsidiaries that is a ------------------------ "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X under the Company designated on Exhibit C hereto (eachSecurities Act), is duly and validly organized and existing as a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, company under the laws of the its jurisdiction of its incorporation and (ii) has the corporate or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackageProspectus, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation company to transact business and is in good standing, where standing (to the extent such concept applies, exists in all other jurisdictions the applicable jurisdiction) under the laws of each jurisdiction in which the nature of its business or its ownership or lease of property or the conduct leasing of its business properties requires such qualification, except where the failure to be so qualify qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; and, except as otherwise disclosed in the Registration Statement, all the outstanding shares of the issued and outstanding capital stock of each Significant Subsidiary subsidiary of the Company has Tyco have been duly authorized and validly issued and is fully issued, are fully-paid and nonassessable; non-assessable, and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary are owned by the CompanyTyco, directly or through indirectly, free and clear of all liens, encumbrances, security interests and claims, except for non-material liens that have arisen in the ordinary course of business and, in the case of non-United States subsidiaries, is owned for directors' qualifying shares, if any, and except where the failure to own such shares, directly or indirectly, free from and clear of all liens, encumbrances encumbrances, security interests and security interestsclaims would not have a Material Adverse Effect.

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit Schedule C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary If the Company has one or more Significant Subsidiaries, each Significant Subsidiary of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is validly existing and as a corporation in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) incorporation, has the corporate power and authority to own own, lease and operate its properties and conduct its business as described in the General Disclosure PackageRegistration Statement, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing, standing in any jurisdiction where such concept applies, in all other jurisdictions in which its ownership or lease of Significant Subsidiary has material property or assets, and is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where the conduct character of its properties or the nature of its business requires such qualification, qualification (except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the financial condition, or the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole); all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; , and all of such capital stock, except as described in the General Disclosure Packagefor directors' qualifying shares, the capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, is owned free from liensand clear of any mortgage, encumbrances and security interestspledge, lien, encumbrance, claim or equity. For purposes of this paragraph a "Significant Subsidiary" shall mean a "significant subsidiary" as defined in Rule 405 of Regulation C under the Act.

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary “significant subsidiary,” if any, of the Company designated on Exhibit C hereto (each, as such term is defined in Rule 1-02(w) of Regulation S-X under the 1933 Act) (each a “Significant Subsidiary” and, collectively, the “Subsidiaries”) (i) has been duly incorporated organized and is validly existing and as a corporation in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) incorporation, has the corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; Prospectus and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing, where such concept applies, standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure so to so qualify or to be in good standing would not, individually not materially affect the business or financial condition of the Company; except as otherwise disclosed in the aggregateProspectus, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant such Subsidiary of the Company has been duly authorized and validly issued and issued, is fully paid and nonassessable; non-assessable and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, is owned free from liensand clear of any security interest, encumbrances and security interestsmortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or similar rights of any securityholder of such Subsidiary.

Significant Subsidiaries. Each subsidiary “significant subsidiary,” as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act, of the Company designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) Parent Guarantor has been duly incorporated and organized, is validly existing and in good standing, where standing (to the extent such concept applies, exists under the laws of the relevant jurisdiction) under the laws of the jurisdiction of its incorporation and (ii) organization, has the corporate or similar organizational power and authority to own its properties property and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package, except, in Package and the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; Prospectus and each Significant Subsidiary of the Company is duly qualified to do transact business as a foreign corporation or other entity and is in good standing, where standing (to the extent such concept applies, exists under the laws of the relevant jurisdiction) in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualify qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; all of the issued and outstanding shares of capital stock or other ownership interests of each Significant Subsidiary significant subsidiary of the Company has Parent Guarantor have been duly and validly authorized and validly issued and is issued, are fully paid and nonassessable; non-assessable and are owned directly or indirectly by the Parent Guarantor, free and clear of all liens, encumbrances, equities or claims, except with respect to any directors qualifying shares and except, as otherwise described in the General Disclosure PackageRegistration Statement, the capital stock of each Significant Subsidiary owned by Pricing Disclosure Package and the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interestsProspectus.

Significant Subsidiaries. Each subsidiary of the Company Aon plc designated on Exhibit C hereto (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (iih) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the CompanyAon plc, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.

Significant Subsidiaries. Each subsidiary of the Company designated on Exhibit C hereto which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Act (each, a “Significant Subsidiary”) (i) has been duly incorporated and is existing and in good standing, where such concept applies, standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package, except, in the case of clause (ii) above, as would not reasonably be expected to have a Material Adverse Effect; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing, where such concept applies, standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and security interests.