Common use of Foreign Benefit Plans Clause in Contracts

Foreign Benefit Plans. Except as set forth in Section 3.9(l) of the Azur Disclosure Schedule: (i) each Foreign Benefit Plan is, and has been, to the Knowledge of Azur, established, registered (where required), qualified, administered, funded (where required) and invested in compliance in all material respects with the terms thereof and all applicable Laws, (ii) with respect to each Foreign Benefit Plan, to the Knowledge of Azur, all required filings and reports have been made in a timely manner with all Governmental Authorities, (iii) all obligations of any Azur Group Entity to or under the Foreign Benefit Plans (whether pursuant to the terms thereof or any applicable Laws) have been satisfied, and to the Knowledge of Azur, there are no outstanding defaults or violations thereunder by any Azur Group Entity, (iv) full payment has been made in a timely manner of all amounts which are required to be made as contributions, payments or premiums to or in respect of any Foreign Benefit Plan under applicable Laws or under any Foreign Benefit Plan, (v) no material taxes, penalties or fees are owing or assessable under any such Foreign Benefit Plan, (vi) to the Knowledge of Azur, no event has occurred with respect to any Foreign Benefit Plan which would result in the revocation of the registration of any registered Foreign Benefit Plan, or which would entitle any Person (without the consent of the sponsor of such Foreign Benefit Plan) to wind up or terminate any such Foreign Benefit Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Benefit Plan, (vii) no contribution holidays have been taken under any of the Foreign Benefit Plans, and (viii) the Foreign Benefit Plans established in Ireland and providing retirement benefits (the “Irish Pension Plans”) are defined contribution plans within the meaning of the Pensions Xxx 0000 (as amended) and no Azur Group Entity has any obligation or liability to contribute to the Irish Pension Plans.

Foreign Benefit Plans. All material benefit plans, contracts or arrangements currently covering Business Employees of the Acquired Companies located outside of the United States which would be described in Section 3.13(b) but for the fact that such plans are maintained outside the jurisdiction of the United States (but excluding plans maintained by a Governmental Authority and individual employment contracts) are listed in Section 3.13(a) of the Seller Disclosure Letter (the “Foreign Benefit Plans”), and a true and complete copy of the current plan text and amendments thereto of each Foreign Benefit Plan constituting part of the Business Assets has been provided or made available to Buyer. Except as set forth in Section 3.9(l3.13(a) of the Azur Seller Disclosure Schedule: Letter: (i) each All Foreign Benefit Plan is, Plans have been maintained and has been, to the Knowledge of Azur, established, registered (where required), qualified, administered, funded (where required) administered in material compliance with all applicable Laws and invested in compliance in all material respects accordance with the their terms thereof and all applicable Laws, collective bargaining agreements; (ii) with respect to Where required by Law, each Foreign Benefit Plan, to the Knowledge of Azur, all required filings and reports have been made in a timely manner with all Governmental Authorities, (iii) all obligations of any Azur Group Entity to or under the Foreign Benefit Plans has obtained from the Government Authorities having jurisdiction with respect to such plan any required registrations and determinations that such plans are in compliance with the Laws applicable to such plans and no circumstance; (whether pursuant to the terms thereof or any applicable Lawsiii) have been satisfied, and to the Knowledge of Azur, there There are no outstanding defaults or violations thereunder pending investigations by any Azur Group EntityGovernmental Authority involving the Foreign Benefit Plans, no claims pending or, to Seller’s Knowledge, threatened (iv) full payment has been made except for claims for benefits payable in a timely manner the normal operation of all amounts which are required to be made as contributionsthe Foreign Benefit Plans), payments lawsuits or premiums to or in respect of proceedings against any Foreign Benefit Plan under applicable Laws or asserting any rights or claims to benefits under any Foreign Benefit Plan, (v) no material taxes, penalties or fees are owing or assessable under any such Foreign Benefit Plan, (vi) to the Knowledge of Azur, no event has occurred with respect to any Foreign Benefit Plan which would result other than benefits payable in the revocation ordinary course of the registration of any registered Foreign Benefit Plan, or which would entitle any Person (without the consent of the sponsor of such Foreign Benefit Plan) to wind up or terminate any such Foreign Benefit Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Benefit Plan, (vii) no contribution holidays have been taken under any operations of the Foreign Benefit Plans; and (iv) There are no participants in Foreign Benefit Plans of the Acquired Companies located outside of the United States other than current and former employees of the Acquired Companies. Subject to the representations and warranties contained in Section 3.3(a), the representations and (viiiwarranties contained in this Section 3.13(a) are the exclusive representations and warranties with respect to the Foreign Benefit Plans established and, notwithstanding any other provision in Ireland and providing retirement benefits (the “Irish Pension Plans”) are defined contribution plans within the meaning of the Pensions Xxx 0000 (as amended) and no Azur Group Entity has any obligation or liability to contribute this Agreement to the Irish Pension contrary, no other representation or warranty is made in this Agreement with respect to the Foreign Benefit Plans.

Foreign Benefit Plans. Except as set forth in Section 3.9(l5.19(g) of the Azur Companies’ Disclosure Schedule: (i) each Foreign Benefit Plan is, and has been, to the Knowledge of Azur, been established, registered (where required), qualified, administered, funded (where required) and invested in compliance in all material respects with the terms thereof and all applicable Laws, (ii) with respect to each Foreign Benefit Plan, to the Knowledge of Azur, all required filings and reports have been made in a timely manner accordance with all the timelines stipulated by the relevant Governmental Authorities, (iii) all obligations of any Azur Group Entity to or each Company under the each Foreign Benefit Plans Plan (whether pursuant to the terms thereof or any applicable Laws) have been satisfied, and to the Knowledge of Azur, there are no outstanding defaults or violations thereunder by any Azur Group EntityCompany, (iv) full payment has been made in a timely manner of all amounts which are required to be made as contributions, payments or premiums to or in respect of any Foreign Benefit Plan under applicable Laws or under any Foreign Benefit Plan, (v) no material taxes, penalties or fees are owing or assessable under any such Foreign Benefit Plan, (vi) to the Knowledge of Azur, no event has occurred with respect to any Foreign Benefit Plan which would result in the revocation of the registration with the Pensions Board or approval by the Irish Revenue Commissioners of any registered Foreign Benefit Plan, or which would entitle any Person (without the consent of the sponsor of such Foreign Benefit Plan) to wind up or terminate any such Foreign Benefit Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Benefit Plan, (viivi) no contribution holidays have been taken under any of the Foreign Benefit Plans, and (vii) none of the Companies is under any obligation to pay pensions, gratuities, superannuation allowances, death or disability benefits to any past or present employee or officer of any Company who is employed in Ireland or any dependent or beneficiary of any such Person, (viii) no proposal has been announced, to any Employee based in Ireland, to pay such benefits or to establish or contribute to any scheme for the Foreign Benefit Plans established in Ireland provision of such benefits and providing retirement benefits (ix) none of the “Irish Pension Plans”) are defined contribution plans within the meaning Companies has infringed Section 121 of the Pensions Xxx 0000 (as amended) and no Azur Group Entity has any obligation or liability to contribute to the Irish Pension Plans0000.

Foreign Benefit Plans. Except as set forth in Section 3.9(l) of the Azur Disclosure Schedule: (i) each Foreign Benefit Plan is, and has been, to the Knowledge of Azur, established, registered (where required), qualified, administered, funded (where required) and invested in compliance in all material respects with the terms thereof and all applicable Laws, (ii) with With respect to each Foreign Benefit Plan, to (i) such Foreign Benefit Plan has been, and the Knowledge Acquired Companies, their Subsidiaries, and each of Azurtheir respective ERISA Affiliates has maintained, all required filings funded and reports have been made administered the Foreign Benefit Plan, in a timely manner compliance with all applicable Laws and the terms of such Foreign Benefit Plan’s governing documents and any applicable collective bargaining agreement or other Contract with a labor union, works council or similar body, (ii) such Foreign Benefit Plan has obtained from the Governmental AuthoritiesEntity having jurisdiction with respect to such Foreign Benefit Plan any required determinations, if any, that such Foreign Benefit Plan is in compliance with all applicable Laws and regulations of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Benefit Plan, (iii) all obligations no Acquired Company or Subsidiary thereof has received, in the last three (3) years, any notice from any Person questioning or challenging such compliance, and neither of the Sellers has any Knowledge of any Azur Group Entity to or under such notice beyond the Foreign Benefit Plans last three (whether pursuant to the terms thereof or any applicable Laws3) have been satisfied, and to the Knowledge of Azur, there are no outstanding defaults or violations thereunder by any Azur Group Entityyears, (iv) full payment has been made there are no pending investigations by any Governmental Entity involving such Foreign Benefit Plan, and no pending claims (except for claims for benefits payable in a timely manner the normal operation of all amounts which are required to be made as contributionssuch Foreign Benefit Plan), payments or premiums to or in respect of any Legal Proceedings against such Foreign Benefit Plan or asserting any rights or claims to benefits under applicable Laws or under any such Foreign Benefit Plan, (v) except as required by applicable Law, no material taxescondition exists that would prevent any Acquired Company, penalties any Subsidiary thereof, or fees their respective ERISA Affiliates from terminating or amending any Foreign Benefit Plan at any time for any reason in accordance with the terms of each such Foreign Benefit Plan without the payment of any fees, costs, or expenses (other than the payment of benefits accrued on the Current Balance Sheet), (vi) no Foreign Benefit Plan has unfunded or underfunded Liabilities that will not be offset by insurance or that are owing not fully and accurately accrued on the Current Balance Sheet in accordance with applicable Laws and accounting standards, and (vii) neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or assessable under in combination with another event (whether contingent or otherwise) will create or otherwise result in any liability with respect to such Foreign Benefit Plan, (vi) to the Knowledge of Azur, no event has occurred with respect to any Foreign Benefit Plan which would result in the revocation of the registration of any registered Foreign Benefit Plan, or which would entitle any Person (without the consent of the sponsor of such Foreign Benefit Plan) to wind up or terminate any such Foreign Benefit Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Benefit Plan, (vii) no contribution holidays have been taken under any of the Foreign Benefit Plans, and (viii) the Foreign Benefit Plans established in Ireland and providing retirement benefits (the “Irish Pension Plans”) are defined contribution plans within the meaning of the Pensions Xxx 0000 (as amended) and no Azur Group Entity has any obligation or liability to contribute to the Irish Pension Plans.