good faith by appropriate actions, (ii) no deficiency assessment with respect to a proposed adjustment of the federal, state, local or foreign taxes of AHR, the Issuer or any Issuer Subsidiary is pending or, to the best of the knowledge of AHR, the Issuer or any Issuer Subsidiary, threatened; and (iii) there is no material tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of AHR, the Issuer or any Issuer Subsidiary.
(pp) Certain Environmental Matters. Except as described in both the Pricing Prospectus and the Prospectus or as would not in the aggregate reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) none of AHR, the Issuer or any Issuer Subsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, Hazardous Materials) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, Environmental Laws), (ii) AHR, the Issuer and the Issuer Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the knowledge of AHR, the Issuer or any Issuer Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against AHR, the Issuer or any Issuer Subsidiary, and (iv) to the knowledge of AHR, the Issuer or any Issuer Subsidiary, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting AHR, the Issuer or any Issuer Subsidiary relating to Hazardous Materials or any Environmental Laws.
(qq) Benefit Plans. Each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is maintained, administered or contributed to by AHR, the Issuer, any Issuer Subsidiary or any of their affiliates for employees or former employees of AHR, the Issuer, any Issuer Subsidiary or any of their affiliates has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code; no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption, and transactions which, individually or in the aggregate, would not have a Material Adverse Effect, and no such plan is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA.