Common use of ERISA; Foreign Pension Plans Clause in Contracts

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such underfunded Plans. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior to the Effective Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) To the Borrower’s knowledge, (i) there are no grounds to suspect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group as a result of the consummation of the Acquisition or the Transactions or, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target Group; and (ii) there is no requirement (and no requirement will arise) to notify, or, in consequence of (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target Group, the pension trustees do not have the power to unilaterally wind up those schemes or to unilaterally increase the contributions required to be made by the members of the Target Group.

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Closing Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of such PlanPlan by an amount that could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Closing Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such underfunded PlansPlans by an amount that could reasonably be expected to result in a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, in each case except for such failures as would not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Foreign Pension Plan have been timely made, in each case except for such failures as would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior Plan that could reasonably be expected to the Effective Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilitiesresult in a Material Adverse Effect. (c) To Other than in relation to the UK DB Pension Schemes, no UK Borrower is: (A) an employer (for the purposes of sections 38 to 51 of the Pensions Xxx 0000 (U.K.)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); or (B) “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the Pensions Act 2004) of such an employer. Neither the Borrower nor its Subsidiaries have been issued a Financial Support Direction or Contribution Notice in respect of any pension scheme, and to the Borrower’s knowledge, (i) there are no grounds to suspect expect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group Enodis Holdings and its Subsidiaries as a result of the consummation of the Acquisition or Transactions. To the Transactions orBorrower’s knowledge, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target Group; and (ii) there is no requirement (and no requirement will arise) grounds to notify, or, in consequence of (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target Group, expect the pension trustees do not have the to exercise a power to unilaterally wind up those schemes the UK DB Pension Schemes or to unilaterally increase the contributions required to be made by Enodis Holdings and its Subsidiaries to the members UK DB Pension Schemes as a result of the Target Groupconsummation of the Transactions.

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Funding Date reflecting such amounts, exceed by more than $20,000,000 25,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Funding Date reflecting such amounts, exceed by more than $20,000,000 25,000,000 the fair market value of the assets of all such underfunded Plans. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior to the Effective Funding Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 25,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) Other than in relation to the Grove Europe Pension Scheme and the Berixxxxx (0048) Pension Scheme, no UK Borrower is or has at any time been: (A) an employer (for the purposes of sections 38 to 51 of the Pensions Act 0000 (X.K.)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensxxxx Xxxxxxx Xxx 0000 (X.K.)); or (B) “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the Pensions Act 0000 (X.K.)) of such an employer. No UK Borrower has been issued a Financial Support Direction or Contribution Notice in respect of any pension scheme. To the Borrower’s knowledge, (i) there are no grounds to suspect expect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group Enodis Holdings and its Subsidiaries as a result of the consummation of the Acquisition or the Transactions or, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Holdings and its Subsidiaries; and (ii) there is no requirement (and no requirement will arise) to notify, or, in consequence of clause (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Holdings and its Subsidiaries, the pension trustees do not have the power to unilaterally wind up those schemes or to unilaterally increase the contributions required to be made by the members of the Target GroupEnodis Holdings and its Subsidiaries.

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Restatement Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Restatement Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such underfunded Plans. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior to the Effective Restatement Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) To the Borrower’s knowledge, (i) there are no grounds to suspect expect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group Enodis Limited and its Subsidiaries as a result of the consummation of the Acquisition or the Transactions or, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Limited and its Subsidiaries; and (ii) there is no requirement (and no requirement will arise) to notify, or, in consequence of (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Limited and its Subsidiaries, the pension trustees do not have the power to unilaterally wind up those schemes or to unilaterally increase the contributions required to be made by the members of the Target GroupEnodis Limited and its Subsidiaries.

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Restatement Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Restatement Date reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such underfunded Plans. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior to the Effective Restatement Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) To the Borrower’s knowledge, (i) there are no grounds to suspect expect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group Enodis Limited and its Subsidiaries as a result of the consummation of the Acquisition or the Transactions or, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Limited and its Subsidiaries; and (ii) there is no requirement (and no requirement will arise) to notify, or, in consequence of (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target Group, the pension trustees do not have the power to unilaterally wind up those schemes or to unilaterally increase the contributions required to be made by the members of the Target Group.and

ERISA; Foreign Pension Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.10, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Funding Date reflecting such amounts, exceed by more than $20,000,000 25,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements prior to the Effective Funding Date reflecting such amounts, exceed by more than $20,000,000 25,000,000 the fair market value of the assets of all such underfunded Plans. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and in substantial compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. Except as set forth on Schedule 3.10, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year prior to the Effective Funding Date on the basis of actuarial assumptions, each of which is reasonable, did not exceed by more than $20,000,000 25,000,000 the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) Other than in relation to the Grove Europe Pension Scheme and the Xxxxxxxxx (1948) Pension Scheme, no UK Borrower is or has at any time been: (A) an employer (for the purposes of sections 38 to 51 of the Pensions Xxx 0000 (U.K.)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Xxxxxxxx Xxxxxxx Xxx 0000 (U.K.)); or (B) “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the Pensions Xxx 0000 (U.K.)) of such an employer. No UK Borrower has been issued a Financial Support Direction or Contribution Notice in respect of any pension scheme. To the Borrower’s knowledge, (i) there are no grounds to suspect expect that the Pensions Regulator would have the power to issue a Financial Support Direction or a Contribution Notice to any member of the Target Group Enodis Holdings and its Subsidiaries as a result of the consummation of the Acquisition or the Transactions or, if the Pensions Regulator had such a power, it would not be reasonable for it to exercise such a power, in each case with respect to any of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Holdings and its Subsidiaries; and (ii) there is no requirement (and no requirement will arise) to notify, or, in consequence of clause (i) above, the Borrower does not consider it necessary to seek any clearance from, the Pensions Regulator as a result of the consummation of the Acquisition or the Transactions. Under the terms of the UK defined benefit pension schemes operated by or maintained for the benefit of members of the Target GroupEnodis Holdings and its Subsidiaries, the pension trustees do not have the power to unilaterally wind up those schemes or to unilaterally increase the contributions required to be made by the members of the Target GroupEnodis Holdings and its Subsidiaries.