Foreign Employee Benefit Plans. (a) Section 2.20(a) of the Seller Disclosure Schedule sets forth each Foreign Benefit Plan and any other material agreement, program or arrangement which provides similar benefits to employees currently sponsored, maintained or contributed to by the Company or any Subsidiary, or with respect to which the Company or any Subsidiary has or may have any actual or contingent liability (including any such liabilities under any terminated plan or arrangement), but excluding any applicable statutory social security plans operated under public law, statute or regulation and any applicable industry-wide plans in the relevant jurisdiction. Section 2.20(a) of the Seller Disclosure Schedule specifically sets forth which Foreign Benefit Plans are Company Sponsored Plans and which Foreign Benefit Plans are PEO Sponsored Plans.
(b) With respect to each Foreign Benefit Plan, Seller has made available (or caused to be made available) current, accurate and complete copies of the governing documents for each such Foreign Benefit Plan, and in the case of any Foreign Benefit Plan that is not in written form, an accurate description of all material aspects of that Foreign Benefit Plan.
(c) With respect to each Foreign Benefit Plan that is a Company Sponsored Plan and, to Seller’s Knowledge, with respect to each Foreign Benefit Plan that is a PEO Sponsored Plan, all premiums, contributions, or other payments required to have been made by Law or under the terms of any Foreign Benefit Plan or any written or oral agreement relating thereto as of the Closing Date have been made or, if applicable, accrued on the Final Balance Sheet to the extent required by Section 1.4.
(d) Other than as described in the Seller Disclosure Schedule, since the date of the Most Recent Balance Sheet, no proposal has been announced and no agreement has been made to establish any other arrangement for providing employee benefits for or in respect of any non-US employees of the Company or any Subsidiary.
(e) As used herein, the term “Foreign Benefit Plan” means any Employee Benefit Plan that (i) is established or maintained outside of the United States primarily for benefit of employees of the Company or any Subsidiary residing outside the United States and (ii) is subject to or governed by the Law of any jurisdiction other than the United States or any State or Territory of the United States.
Foreign Employee Benefit Plans. Except as otherwise provided on Schedule 7.1 of this Agreement, Moody's shall provide Moody's Employees who permanently reside outside the United States with employee benefit plans, programs and arrangements that are comparable, in the aggregate, to the Employee Benefit Plans in which such Moody's Employees currently participate, but only to the extent Moody's can provide such employee benefits without incurring cost significantly higher than the cost to provide such employee benefits prior to the Effective Time.
Foreign Employee Benefit Plans. Establish, maintain and operate all Foreign Employee Benefit Plans to comply with all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plans.
Foreign Employee Benefit Plans. Neither the Company nor any Subsidiary is now maintaining or contributing to or has ever maintained or contributed to any Foreign Employee Benefit Plan. Each Foreign Employee Benefit Plan established after the date hereof is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plan. With respect to any Foreign Employee Benefit Plan established after the date hereof and maintained or contributed to by the Company, any of its Subsidiaries or any ERISA Affiliate (other than a Foreign Pension Plan) reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which such plan is maintained or, in the case of an ERISA Affiliate, the failure to establish such reserves would not have or would not be reasonably likely to have, a material adverse effect on Company and its Subsidiaries (taken as a whole). There are no actions, suits or claims other than routine claims for benefits pending or threatened against the Company, any of its Subsidiaries or any ERISA Affiliate with respect to any Foreign Employee Benefit Plan established after the date hereof or, in the case of an ERISA Affiliate, such actions, suits or claims would not have or would not be reasonably likely to have, a material adverse effect on Company and its Subsidiaries (taken as a whole).
Foreign Employee Benefit Plans. 45 7.20 Labor Relations......................................................45 7.21 Solvency.............................................................45 7.22 Year 2000............................................................46
Foreign Employee Benefit Plans. 56 SECTION 5.13. SUBSIDIARIES...................................................57 SECTION 5.14. MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT....................................57 SECTION 5.15. DISCLOSURE.....................................................58 SECTION 5.16. COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS...............58 SECTION 5.17. INTELLECTUAL PROPERTY, LICENSES, ETC...........................58 SECTION 5.18. MATTERS RELATING TO COLLATERAL.................................60 SECTION 5.19. MATERIALLY ADVERSE AGREEMENTS..................................61 SECTION 5.20. SOLVENCY.......................................................61 SECTION 5.21. EXTRAORDINARY EVENTS...........................................61 SECTION 5.22. CONDUCT OF BUSINESS............................................61
Foreign Employee Benefit Plans. With respect to each retire- -------------------------------- ment plan or arrangement mandated by a government other than the United States (a "FOREIGN GOVERNMENT SCHEME OR ARRANGEMENT") and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a "FOREIGN PLAN"), each Foreign Plan is in compliance with the applicable Foreign Government Scheme or Arrangement and neither the Borrower nor any of its Subsidiaries has incurred or reasonably expects to incur any liability under any Foreign Government Scheme or Arrangement, which noncompliance or liability would be reasonably likely to have a Material Adverse Effect.
Foreign Employee Benefit Plans. Schedule 3.11.7 hereto lists each material non-governmental plan maintained, or contributed to, by or on behalf of any Company Sub applicable to employees of a business located outside of the United States (a “Foreign Retirement Plan”) and each non-governmental welfare benefit plan maintained or contributed to by or on behalf of any Company Sub applicable to employees of a business located outside of the United States (a “Foreign Welfare Plan”). Except as set forth in Schedule 3.11.7, each such Foreign Retirement Plan and Foreign Welfare Plan (collectively, the “Foreign Plans”) has been administered, in all material respects, in compliance with its terms and the requirements of all applicable Laws and Regulations, and all required contributions to each Foreign Plan have been made. Except as set forth in Schedule 3.11.7, there are no inquiries or investigations by any foreign governmental body, and no termination proceedings against any Foreign Plan or the assets thereof that would have a Company Material Adverse Effect. Except as set forth in Schedule 3.11.7, there are no actions, suits or claims (other than routine benefit claims by persons entitled to benefits thereunder) pending or, the Company’s Knowledge, threatened against any Foreign Plan or the assets thereof which would have a Company Material Adverse
Foreign Employee Benefit Plans. Schedule 3.16 lists each material non-governmental plan maintained, or contributed to, by or on behalf of any Subsidiary of the Company applicable to employees of a business located outside of the United States (a "Foreign Retirement Plan") and each non-governmental welfare benefit plan maintained or contributed to by or on behalf of any Subsidiary of the Company applicable to employees of a business located outside of the United States (a "Foreign Welfare Plan"). Except as would not be reasonably expected to result in a Material Adverse Effect, each such Foreign Retirement Plan and Foreign Welfare Plan (collectively, the "Foreign Plans") has been administered in compliance with its terms and the requirements of all applicable laws and regulations, and all required contributions to each Foreign Plan have been made. There are no inquiries or investigations by any foreign governmental body, and no termination proceedings against any Foreign Plan or the assets thereof that would have a Material Adverse Effect. There are no actions, suits or claims (other than routine benefit claims by persons entitled to benefits thereunder) pending or, to the Company's Knowledge, threatened against any Foreign Plan or the assets thereof which would have a Material Adverse Effect. There are no material unfunded obligations under any Foreign Plan providing benefits after termination of employment to any employee or former employee.
Foreign Employee Benefit Plans. 118 SECTION 6.16. Limitation on Change in Fiscal Year...............118 ARTICLE VII Events of Default ARTICLE VIII The Agents
