Foreign Plans. 24 8.2 EFFECT IF DISTRIBUTION DOES NOT OCCUR..................................................24 8.3
Foreign Plans. Each Foreign Plan is in compliance in all material respects with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, none of the Borrowers, their respective Affiliates or any of their directors, officers, employees or agents has engaged in a transaction which would subject any of the Borrowers, directly or indirectly, to a material tax or civil penalty which could reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, none of the Borrowers, their respective Affiliates or any of their directors, officers, employees or agents has engaged in a transaction which would subject any of the Borrowers, directly or indirectly, to a material tax or civil penalty which could reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Plan, adequate reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained. The aggregate unfunded liabilities, after giving effect to any such reserves for such liabilities, with respect to such Foreign Plans could not reasonably be expected to result in a Material Adverse Effect. There are no material actions, suits or claims (other than routine claims for benefits) pending or threatened against any of the Borrowers or any of their Affiliates with respect to any Foreign Plan which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Foreign Plans. All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Foreign Plans. To the extent that Water Pik has or assumes any responsibility for sponsorship, maintenance or administration of any Foreign Plan, ATI shall have no responsibility or liability with respect to such Plan and Water Pik shall indemnify and hold harmless ATI from any liability under such Plan.
Foreign Plans. To the extent that Teledyne Technologies has or assumes any responsibility for sponsorship, maintenance or administration of any Foreign Plan, ATI shall have no responsibility or liability with respect to such Plan and Teledyne Technologies shall indemnify and hold harmless ATI from any liability under such Plan.
Foreign Plans. With respect to the U.S. Loan Parties, each applicable Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained in good standing with applicable Governmental Authorities, except where failure so to comply could not reasonably be expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Plan documents or applicable Requirements of Law to be paid or accrued by any U.S. Loan Party have been paid or accrued as required, except where failure so to pay or accrue could not reasonably be expected to have a Material Adverse Effect.
Foreign Plans. (a) With respect to each New Xxxxxx Free-Standing Foreign Plan:
(i) New Xxxxxx and the Company shall take, or cause to be taken, all such action as may be necessary or appropriate in order to establish New Xxxxxx or one or more New Xxxxxx Subsidiaries, as appropriate, as successor to the Company or any of its subsidiaries as to all rights, assets, duties, liabilities and obligations as of the Cut-off Date under, or with respect to, such New Xxxxxx Free-Standing Foreign Plan. The Company agrees that it shall, as soon as practicable, provide New Xxxxxx with all information (in the possession of the Company or a Company Subsidiary and not already in the possession of New Xxxxxx or a New Xxxxxx Subsidiary) as may be reasonably requested by New Xxxxxx and necessary for the New Xxxxxx or New Xxxxxx Subsidiaries to administer effectively such New Xxxxxx Free-Standing Foreign Plan.
(ii) From and after the Cut-off Date, the Company and the Company Subsidiaries shall cease to have any liability or obligation whatsoever under such New Xxxxxx Free-Standing Foreign Plan; provided, however, that the Company shall make all required contributions to such New Xxxxxx Free-Standing Foreign Plan for all Prior Plan Years, to the extent not previously made. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to such New Xxxxxx Free-Standing Foreign Plan are reflected on New Xxxxxx'x consolidated balance sheet, rather than the Company's consolidated balance sheet as of the Cut-off Date. As of the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall assume or retain, as the case may be, and shall be solely responsible for, all liabilities and obligations whatsoever under such New Xxxxxx Free-Standing Foreign Plan, except as otherwise specifically provided in this Section 2.04(a)(ii).
(b) Effective as of the Cut-off Date, Company and the Company Subsidiaries shall take, or cause to be taken, all such action as may be necessary or appropriate in order to establish Company or one or more Company Subsidiaries, as appropriate, to retain and be solely responsible for all assets, liabilities and obligations whatsoever of the Company and its subsidiaries under each Company Retained Foreign Plan. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the bo...
Foreign Plans. With respect to each employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee of the Company or any of the Company Subsidiaries (or any dependent thereof) which is subject to the laws of any jurisdiction outside of the United States (the “Foreign Plans”): (i) such Foreign Plan has been maintained in all material respects in accordance with all applicable requirements and all applicable laws, (ii) if intended to qualify for special tax treatment, such Foreign Plan meets all requirements for such treatment, (iii) if intended or required to be funded and/or book-reserved, such Foreign Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no material liability exists or reasonably could be imposed upon the assets of the Company or any of the Company Subsidiaries by reason of such Foreign Plan.
Foreign Plans. Roxio and Adaptec each intend that the matters, issues or Liabilities relating to, arising out of, or resulting from foreign plans and non-U.S.-related employment matters be handled in a manner that is in compliance with the requirements of applicable local law.
