Common use of Foreign Benefit Plans Clause in Contracts

Foreign Benefit Plans. In addition to the foregoing, with respect to each Plan that is subject to or governed by the Law of any jurisdiction other than the United States or any State or Commonwealth of the United States (each a "Foreign Benefit Plan"), and except for matters that would not have a Material Adverse Effect: (A) all employer and employee contributions to each Foreign Benefit Plan required by Law or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and a pro rata contribution for the period prior to and including the Closing Date has been made or accrued; (B) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) calculated to the Closing Date using a methodology consistent with Financial Accounting Standards Board Statement No. 87 ("FAS No. 87") calculating the projected benefit obligations, applying the projected unit credit method, with respect to all current participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and the transactions contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; (C) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and each Foreign Benefit Plan is now and always has been operated in compliance with all applicable non-U.S. Laws; (D) the Company, the Sellers and SAP Thai have provided the Purchaser with true and complete copies of all Foreign Benefit Plans (and in the case where such Foreign Benefit Plans are not in writing, a written description of each such Foreign Benefit Plan) including all information relating to all benefits payable or prospectively payable under each Foreign Benefit Plan (including supplemental benefits). Except as set forth in Section 3.20(i) of the Disclosure Schedule, there are no Foreign Benefit Plans, programs, schemes or arrangements to pay any pension or make any other payment after retirement, death or otherwise with respect to any employee or former employee of the SAP Business and each Seller, SAP Thai and the Company do not sponsor, contribute or maintain any scheme, plan, program or arrangement having as its purpose or one of its purposes the making of such payments or the provision or such benefits; (E) the Company, the Sellers and SAP Thai have provided the Purchaser with a complete and accurate copy of all the documentation (including, without limitation, the trust deeds, rules, announcements and booklets) governing each Foreign Benefit Plan; (F) neither the Company, SAP Thai nor any Seller are engaged in any litigation, arbitration or mediation proceedings with respect to any Foreign Benefit Plan, and there exists no condition or set of circumstances in connection with which the Company, SAP Thai or a Seller (with respect to the SAP Business) could reasonably be expected to be subject to any litigation, arbitration or mediation proceeding with respect to any Foreign Benefit Plan; (G) neither the Company, SAP Thai nor any Seller (with respect to the SAP Business) are in violation of any non-U.S. Laws, including, without limitation, the U.K. Financial Services Act; and (H) with respect to any part-time employees employed by Chemdal U.K. at any time within the preceding 12-month period, to Parent's Knowledge, there have been no terminations of such part-time employees which could result in any Liability under Article 119 of the Treaty of Rome or Section 62 of the Pensions Act, 1995.

Foreign Benefit Plans. In addition to the foregoing, with respect to each Plan that is subject to or governed by the Law of any jurisdiction other than the United States or any State or Commonwealth of the United States (each a "Foreign Benefit Plan"), and except for matters that would not have a Material Adverse Effect: (Ai) all employer and employee contributions to Schedule 5.17(b)(i) sets forth each Foreign Benefit Plan required by Law (excluding any Contract with an individual independent contractors, including those set forth on Schedule 5.14), including each material Contract (other than ordinary offer letters or by confirmations of employment issued in the ordinary course of business that do not include severance or other non-customary offer letter provisions) between any Target Company or any Target Subsidiary, on the one hand, and any non-U.S.-based employee of such Target Company or any Target Subsidiary, on the other hand. (ii) Each Foreign Benefit Plan has been administered in all material respects in compliance with its terms, the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices, any applicable collective bargaining agreement and a pro rata contribution for the period prior to applicable requirements of applicable Law. Except as set forth on Schedule 5.17(b)(ii) and including the Closing Date has been made or accrued; (B) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) calculated to the Closing Date using a methodology consistent with Financial Accounting Standards Board Statement No. 87 ("FAS No. 87") calculating the projected benefit obligations, applying the projected unit credit method, with respect to all current participants under such Foreign Benefit Plan according Dutch sector-wide mandatory pension funds applicable to Tredegar Netherlands, to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit PlanKnowledge of Sellers, and the transactions contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; (CA) each Foreign Benefit Plan that is required to be registered or approved by any Governmental Authority has been so registered and approved and has been maintained in good standing with applicable regulatory authorities requirements of such Governmental Authority, and each if intended to qualify for special tax treatment, there are no existing circumstances or events that have occurred that could reasonably be expected to affect adversely the special tax treatment with respect to such Foreign Benefit Plan, (B) no Foreign Benefit Plan is now a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement or has any unfunded or underfunded liabilities, and always has been operated in compliance with all applicable non-U.S. Laws; (DC) the Company, the Sellers and SAP Thai have provided the Purchaser with true and complete copies of all Foreign Benefit Plans (that are required to be funded are fully funded, and in the case where such Foreign Benefit Plans are not in writing, a written description of each such Foreign Benefit Plan) including all information relating to all benefits payable or prospectively payable under each Foreign Benefit Plan (including supplemental benefits). Except as set forth in Section 3.20(i) of the Disclosure Schedule, there are no Foreign Benefit Plans, programs, schemes or arrangements to pay any pension or make any other payment after retirement, death or otherwise with respect to any employee or former employee of the SAP Business and each Seller, SAP Thai and the Company do not sponsor, contribute or maintain any scheme, plan, program or arrangement having as its purpose or one of its purposes the making of such payments or the provision or such benefits; (E) the Company, the Sellers and SAP Thai adequate reserves have provided the Purchaser with a complete and accurate copy of all the documentation (including, without limitation, the trust deeds, rules, announcements and booklets) governing each Foreign Benefit Plan; (F) neither the Company, SAP Thai nor any Seller are engaged in any litigation, arbitration or mediation proceedings been established with respect to any Foreign Benefit Plan, Plan that is not required to be funded. (iii) All contributions and there exists no condition or set of circumstances in connection with which the Company, SAP Thai or a Seller (with respect other payments related to the SAP Business) could reasonably be expected to be subject to any litigation, arbitration or mediation proceeding with respect to any Foreign Benefit Plan; (G) neither the Company, SAP Thai nor any Seller (with respect period up to the SAP Business) are in violation Accounting Effective Date due from or on behalf of any non-U.S. Lawspresent or former employee of Tredegar Netherlands related to the obligations of Tredegar Netherlands in respect of retirement benefits, including, without limitation, the U.K. Financial Services Act; and (H) with respect to any part-time employees employed by Chemdal U.K. at any time within the preceding 12-month period, to Parent's Knowledge, there have or will have been no terminations paid to the relevant provider or have or will have been accounted for by a provision in the accounts of such part-time employees which could result in any Liability under Article 119 of the Treaty of Rome or Section 62 of the Pensions Act, 1995Tredegar Netherlands.

Foreign Benefit Plans. In addition to the foregoing, with respect to each Plan that is subject to or governed by the Law of any jurisdiction other than the United States or any State or Commonwealth of the United States (each a "Foreign Benefit Plan"), and except for matters that would not have a Material Adverse Effect: (Ai) all employer and employee contributions to Schedule 5.17(b)(i) sets forth each Foreign Benefit Plan required by Law (excluding any Contract with an individual independent contractors, including those set forth on Schedule 5.14), including each material Contract (other than ordinary offer letters or by confirmations of employment issued in the ordinary course of business that do not include severance or other non-customary offer letter provisions) between any Target Company or any Target Subsidiary, on the one hand, and any non-U.S.-based employee of such Target Company or any Target Subsidiary, on the other hand. (ii) Each Foreign Benefit Plan has been administered in all material respects in compliance with its terms, the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices, any applicable collective bargaining agreement and a pro rata contribution for the period prior to applicable requirements of applicable Law. Except as set forth on Schedule 5.17(b)(ii) and including the Closing Date has been made or accrued; (B) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) calculated to the Closing Date using a methodology consistent with Financial Accounting Standards Board Statement No. 87 ("FAS No. 87") calculating the projected benefit obligations, applying the projected unit credit method, with respect to all current participants under such Foreign Benefit Plan according Dutch sector-wide mandatory pension funds applicable to Tredegar Netherlands, to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit PlanKnowledge of Sellers, and the transactions contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; (CA) each Foreign Benefit Plan that is required to be registered or approved by any Governmental Authority has been so registered and approved and has been maintained in good standing with applicable regulatory authorities requirements of such Governmental Authority, and each if intended to qualify for special tax treatment, there are no existing circumstances or events that have occurred that could reasonably be expected to affect adversely the special tax treatment with respect to such Foreign Benefit Plan, (B) no Foreign Benefit Plan is now a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement or has any unfunded or underfunded liabilities, and always has been operated in compliance with all applicable non-U.S. Laws; (DC) the Company, the Sellers and SAP Thai have provided the Purchaser with true and complete copies of all Foreign Benefit Plans (that are required to be funded are fully funded, and in the case where such Foreign Benefit Plans are not in writing, a written description of each such Foreign Benefit Plan) including all information relating to all benefits payable or prospectively payable under each Foreign Benefit Plan (including supplemental benefits). Except as set forth in Section 3.20(i) of the Disclosure Schedule, there are no Foreign Benefit Plans, programs, schemes or arrangements to pay any pension or make any other payment after retirement, death or otherwise with respect to any employee or former employee of the SAP Business and each Seller, SAP Thai and the Company do not sponsor, contribute or maintain any scheme, plan, program or arrangement having as its purpose or one of its purposes the making of such payments or the provision or such benefits; (E) the Company, the Sellers and SAP Thai adequate reserves have provided the Purchaser with a complete and accurate copy of all the documentation (including, without limitation, the trust deeds, rules, announcements and booklets) governing each Foreign Benefit Plan; (F) neither the Company, SAP Thai nor any Seller are engaged in any litigation, arbitration or mediation proceedings been established with respect to any Foreign Benefit Plan, Plan that is not required to be funded. (iii) All contributions and there exists no condition or set of circumstances in connection with which the Company, SAP Thai or a Seller (with respect other payments related to the SAP Business) could reasonably be expected period up to be subject to Closing Date due from or on behalf of any litigation, arbitration present or mediation proceeding with respect to any Foreign Benefit Plan; (G) neither the Company, SAP Thai nor any Seller (with respect former employee of Tredegar Netherlands related to the SAP Business) are obligations of Tredegar Netherlands in violation respect of any non-U.S. Lawsretirement benefits, including, without limitation, the U.K. Financial Services Act; and (H) with respect to any part-time employees employed by Chemdal U.K. at any time within the preceding 12-month period, to Parent's Knowledge, there have or will have been no terminations paid to the relevant provider or have or will have been accounted for by a provision in the accounts of such part-time employees which could result in any Liability under Article 119 of the Treaty of Rome or Section 62 of the Pensions Act, 1995Tredegar Netherlands.

Foreign Benefit Plans. In addition to the foregoing, with respect to Set forth on Schedule 3.19g is each Benefit Plan that is subject to or governed by the Law of any jurisdiction (other than any Benefit Plan required by Applicable Law) that: (1) is maintained outside the jurisdiction of the United States States; or (2) covers any State employee residing or Commonwealth of working outside the United States (each each, a "“Foreign Benefit Plan"”), and except for matters that would not have a Material Adverse Effect: (A) all employer and employee contributions . With respect to each Foreign Benefit Plan required by Law or by the terms of such Foreign Benefit Plan have been madePlan, or, if applicable, accrued in accordance with normal accounting practices, and a pro rata contribution for the period prior to and including the Closing Date has been made or accrued; (B) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) calculated to the Closing Date using a methodology consistent with Financial Accounting Standards Board Statement No. 87 ("FAS No. 87") calculating the projected accrued benefit obligations, applying as of the projected unit credit methoddate of this Agreement, with respect to all current and former participants under in such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and the transactions no transaction contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; (C) each . Each Foreign Benefit Plan which, under the Applicable Law of any jurisdiction outside of the United States, is required to be registered or approved by any Government Entity, has been so registered and approved and, to Company’s Knowledge, has been maintained in good standing with applicable regulatory authorities and each Foreign Benefit Plan is now and always has been operated in compliance with all applicable non-U.S. Laws; (D) the Company, the Sellers and SAP Thai have provided the Purchaser with true and complete copies of all Foreign Benefit Plans (and in the case where such Foreign Benefit Plans are not in writing, a written description of each such Foreign Benefit Plan) including all information relating to all benefits payable or prospectively payable under each Foreign Benefit Plan (including supplemental benefits). Except as set forth in Section 3.20(i) requirements of the Disclosure ScheduleGovernment Entities, and if intended to qualify for special tax treatment, to Company’s Knowledge, there are no Foreign Benefit Plans, programs, schemes existing circumstances or arrangements to pay any pension or make any other payment after retirement, death or otherwise with respect to any employee or former employee of the SAP Business and each Seller, SAP Thai and the Company do not sponsor, contribute or maintain any scheme, plan, program or arrangement having as its purpose or one of its purposes the making of such payments or the provision or such benefits; (E) the Company, the Sellers and SAP Thai events that have provided the Purchaser with a complete and accurate copy of all the documentation (including, without limitation, the trust deeds, rules, announcements and booklets) governing each Foreign Benefit Plan; (F) neither the Company, SAP Thai nor any Seller are engaged in any litigation, arbitration or mediation proceedings with respect to any Foreign Benefit Plan, and there exists no condition or set of circumstances in connection with which the Company, SAP Thai or a Seller (with respect to the SAP Business) occurred that could reasonably be expected to be subject to any litigation, arbitration or mediation proceeding affect adversely the special tax treatment with respect to such Foreign Benefit Plans. Company has performed in all material respects all obligations required with respect to each Foreign Benefit Plan. Each Foreign Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and with any Applicable Law. All payments (including premiums due) and all employer and employee contributions required to have been collected in respect of each Foreign Benefit Plan have been made or collected when due, or if applicable, accrued on the balance sheet of Company. No Foreign Benefit Plan has been declared to be fully or partially wound up, nor has any act or event occurred pursuant to which any Foreign Benefit Plan; (G) neither the CompanyPlan could be ordered to be wound up, SAP Thai nor in whole or in part, by any Seller (with respect to the SAP Business) are in violation of any non-U.S. Laws, including, without limitation, the U.K. Financial Services Act; and (H) with respect to any part-time employees employed by Chemdal U.K. at any time within the preceding 12-month period, to Parent's Knowledge, there have been no terminations of such part-time employees which could result in any Liability under Article 119 of the Treaty of Rome or Section 62 of the Pensions Act, 1995Government Entity.