Common use of Foreign Employee Benefit Plans Clause in Contracts

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. (a) Section 2.20(ai) of the Seller Disclosure Schedule sets forth lists each Foreign Benefit Plan and material non-governmental plan maintained, or contributed to, by or on behalf of any other material agreement, program or arrangement which provides similar benefits Subsidiary applicable to employees currently sponsored, 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 applicable to employees of a business located outside of the United States( a "FOREIGN WELFARE PLAN"). Except as set forth in the Disclosure Schedule, 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 the Disclosure Schedule, 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 on the Company. Except as set forth in the Disclosure Schedule, 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 on the Company. Except as set forth in the Disclosure Schedule, there are no material unfunded obligations under any Foreign Plan providing benefits after termination of employment to any employee or former employee. With respect to the defined benefit plan of the Company's United Kingdom subsidiary (the "U.K. PENSION PLAN") which was frozen on April 1, 1997: (i) there are no further benefits accruing under the U.K. Pension Plan; (ii) the Company has delivered to the Parent an actuarial report which fairly presents in all material respects the financial condition and funding status of said Plan as of the date of such report, including any unfunded liabilities under said Plan at that time, and subsequent to the date of said report there has been no adverse change in the funding status or financial condition of said U.K. Pension Plan; (iii) the Company has delivered to the Parent a schedule setting forth each annual contribution made to the U.K. Pension Plan for the prior ten years by the Company or any SubsidiarySubsidiary of the Company and a schedule prepared by the actuaries for the U.K. Pension Plan setting forth projections, or as of the date of the report, for annual contribution obligations with respect to said U.K. Plan in the future; and (iv) the Company has delivered to the Parent copies of all material correspondence and reports and any other material information in its or a Subsidiary's possession (whether issued by a governmental authority or actuaries and other third parties retained by the Company or any Subsidiary with respect to the U.K. Pension Plan) relating to the amount for which the Company or any Subsidiary has is 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 could 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, liable with respect to each Foreign Benefit Plan that is a PEO Sponsored the U.K. Pension 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. (ai) Section 2.20(aPart 3.13(q) of the Seller Newco's Disclosure Schedule sets forth Letter contains a true and complete list of each Foreign Employee 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 than a 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 Governmental Employee Benefit Plan. (cii) With Each Foreign Employee Benefit Plan other than a Foreign Collectively Bargained Employee Benefit Plan or a Foreign Governmental Employee Benefit Plan has been maintained in compliance in all material respects with its terms and 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, premiums or other payments required to be made by Company or any of its Subsidiaries with respect to each Foreign Employee Benefit Plan have been timely made and have been paid in full. To the Knowledge of Company, neither Company nor any of its Subsidiaries has made any announcement, agreement, or proposal or has incurred or is likely to incur on or prior to Closing any material obligation in connection with the amendment of, termination of, or withdrawal from any Foreign Employee Benefit Plan. (iii) The present value of the accrued benefit liabilities (whether or not vested) attributable to employees of Company or any of its Subsidiaries or for which Company or any of its Subsidiaries is or may be liable under each Foreign Employee Benefit Plan that is a pension or retirement plan (including, without limitation, any superannuation fund) or that provides for actuarially-determined benefits, determined as of the end of the most recently ended fiscal year of Company Sponsored or any such Subsidiary, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Employee Benefit Plan andallocated to such benefit liabilities, to Seller’s Knowledgeor, alternatively, Company or any such Subsidiary has established adequate reserves for the present value of such accrued benefit liabilities, determined as described herein, in the Balance Sheet and the Interim Balance Sheet. (iv) No action, litigation, audit examination, investigation or administrative proceeding has been made, commenced or Threatened 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

Foreign Employee Benefit Plans. (a) Section 2.20(a) of the Seller The Disclosure Schedule sets forth lists (i) each Foreign Benefit Plan and retirement plan that is not statutorily required (disregarding for this purpose the United Kingdom Statutory requirement for any other material agreement, program or arrangement which provides similar benefits contracted-out schemes to employees currently sponsored, provide guaranteed minimum pensions under the United Kingdom Pension Schemes Act 1993) that is maintained or contributed to by or on behalf of any Acquired Company applicable to employees located outside of the Company or any Subsidiary, or with respect to which the Company or any Subsidiary has or may have any actual or contingent liability U.S. (including any such liabilities under any terminated a "Foreign Retirement Plan") and (ii) each welfare benefit plan or arrangement), but excluding any applicable statutory social security plans operated under public law, that is not required by statute or regulation and any applicable national industry-wide plans agreement maintained or contributed to by or on behalf any Acquired Company applicable to employees located outside of the U.S. and which, in the relevant jurisdictioncase of clause (ii), obligates or may reasonably be expected to obligate any Acquired Company to provide a value of more than $50,000 annually (a "Foreign Welfare Plan"). Section 2.20(aEach such Foreign Retirement Plan and Foreign Welfare Plan (collectively, the "Foreign Plans") is fully funded, has been administered in compliance with its terms and the requirements of all applicable Laws and Regulations (including, without limitation, Article 119 of the Seller Disclosure Schedule specifically sets forth which Foreign Benefit Plans are Company Sponsored Plans Treaty of Rome), and which Foreign Benefit Plans are PEO Sponsored Plans. (b) With respect all required contributions to each Foreign Benefit Plan, Seller Plan have been made. The books and records of the Acquired Companies accurately reflect the obligations and liabilities of the Acquired Companies under the Foreign Plans. ATI has made available (or caused heretofore delivered to be made available) current, accurate Thermedics true and complete copies of all of the governing documents written Foreign Plans and written summaries of the oral Foreign Plans and, where applicable, related trusts and contracts, including all amendments. There are no inquiries or investigations by any foreign governmental authority, no termination proceedings and no actions, suits or claims (other than claims for each benefits) pending or, to ATI's knowledge, threatened against any Foreign Plan (or against any Acquired Company with respect thereto) or the assets thereof. There are no unfunded obligations under any Foreign Plan providing benefits after termination of employment to any employee or former employee of any Acquired Company (or to any beneficiary of any such employee or former employee), including but not limited to retiree health coverage and deferred compensation, but excluding insurance conversion privileges under applicable foreign law. No Foreign Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees of any Acquired Company by its terms prohibits the amendment or termination of any such Foreign Benefit Plan. All reports, forms and in the case of other documents required to be filed or advisable to be filed with 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, governmental authority 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 1.4timely filed and are complete and accurate in all material respects. (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. Schedule 4.13(c) lists each Employee Benefit Plan that Sellers, SGS Canada, SGS Mexico, or SGS UK maintain for the benefit of Business Employees in Canada, Mexico and England and Wales or to which Sellers, SGS Canada, SGS Mexico, or SGS UK contribute for the benefit of Business Employees in Canada, Mexico or England and Wales or in which their Business Employees participate (aindividually, each a “Foreign Employee Benefit Plan” and collectively the “Foreign Employee Benefit Plans”). Except as set forth on Schedule 4.13(c), with regard to each Foreign Employee Benefit Plan: (i) Section 2.20(a) All 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 Employee Benefit Plans are Company Sponsored Plans and which Foreign Benefit Plans are PEO Sponsored Planshave been established, registered, qualified, invested and administered, in all material respects, in accordance with their terms and all Laws. (bii) With respect No Foreign Employee Benefit Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any regulatory authority, or by any other party (other than routine claims for benefits). (iii) All contributions or premiums required to be paid by SGS Canada, SGS Mexico, or SGS UK (collectively, the “Foreign Companies”) under the terms of each Foreign Employee Benefit Plan, Seller has Plan or by Laws have been made available (or caused to be made available) current, accurate in accordance with Laws and complete copies the terms of the governing documents for each such Foreign Employee Benefit PlanPlans within the required time periods. (iv) No commitments to improve or otherwise amend any Foreign Employee Benefit Plan have been made except as required by applicable Laws or the terms of the collective agreements applicable to the Foreign Companies. (v) There have been no improper withdrawals, and in the case applications or transfers of assets of any Foreign Benefit Plan that is not in written form, an accurate description of all material aspects of that Foreign Employee Benefit Plan. (cvi) With No Person who is a fiduciary in respect to each of a Foreign Employee Benefit Plan that is a Company Sponsored Plan and, to Seller’s Knowledge, has breached any fiduciary obligation with respect to each Foreign Benefit Plan that is a PEO Sponsored Plan, all premiums, contributions, the administration or other payments required to have been made by Law or under investment of the terms assets 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 1.4such plan. (dvii) Other than as described in the Seller Disclosure Schedule, since the date None of the Most Recent Balance SheetForeign Employee Benefit Plans enjoy any special tax status under any Laws, no proposal has nor have any advance tax rulings been announced and no agreement has been made to establish any other arrangement for providing employee benefits for sought or received in respect of any non-US employees of the Company or any SubsidiaryForeign Employee Benefit Plan. (eviii) As used herein, None of the term “Foreign Benefit Plan” means any Employee Benefit Plan that Plans (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 pension plans) provide benefits to retired employees or to the United States beneficiaries or any State or Territory dependants of the United Statesretired employees.