Common use of Group Retirement Benefit Arrangements Clause in Contracts

Group Retirement Benefit Arrangements. 7.6.1 Except pursuant to the Plans or pursuant to any State Pension Scheme no Group Company is under any obligation or commitment (whether or not written or unwritten or of an individual or collective nature) to pay, provide or contribute towards any Relevant Benefit for or in respect of any current or former employee, director or other officer (or any spouse, child or dependant thereof) of the Group Company or any predecessor in business of the Group Company. 7.6.2 Copies of the Plan Documents are included in the Data Room and these comprise all material documents governing the Plans. So far as the Seller is aware, these documents are complete and accurate. 7.6.3 Wherever required, each Plan has been approved by and/or registered with the appropriate taxation, social security and supervisory authorities in the relevant country or state and so far as the Seller is aware there is no ground on which such approval may cease to apply. 7.6.4 All amounts due to be paid by each Group Company to or in respect of any Plan and State Pension Schemes have been paid by the due dates. 7.6.5 Each Group Company has observed and performed all its obligations in all material respects under the relevant Plan Documents of any Plan, the requirements of the relevant supervisory authorities in the relevant country or state and all applicable laws. 7.6.6 So far as the Seller is aware, any trustees, managers, administrators and any other person or body with responsibilities relating to any Plan, have observed and performed all their obligations in all material respects under the relevant Plan Documents, the requirements of the supervisory authorities in the relevant country or state and all applicable laws. 7.6.7 Other than G4S International Logistics (UK) Limited, no employer debt or other withdrawal liability shall be incurred by any Group Company or any member of the Purchaser's Group as a consequence of the withdrawal of any Group Company from participation in any Plan on or as a result of Closing. 7.6.8 So far as the Seller is aware, there are no actions, suits, claims or complaints in progress, pending, threatened or anticipated in respect of any of the Plans. 7.6.9 In the UK, no circumstances exist as a result of which any Group Company might be issued with a contribution notice under sections 38-51 of the Pensions Xxx 0000 and no Group Company is, or within the last 24 months has been, an associate of or connected with any person who is an employer in relation to any defined benefit occupational pension scheme other than the G4S Pension Scheme. 7.6.10 In the Netherlands, subject to the participation in the mandatory industry wide Pension Fund for the Security Sector ('Pensioenfonds Particuliere Beveiliging') there is and, so far as the Seller is aware, has not been in the five year period preceding the date of this Agreement any statutory obligation for any Group Company in the Netherlands to participate in any mandatory industry wide pension fund for any employee or former employee of any Group Company in the Netherlands.

Group Retirement Benefit Arrangements. 7.6.1 Except pursuant to the Plans Plans3 or pursuant to any State Pension Scheme no Group Company is under any obligation or commitment (whether or not written or unwritten or of an individual or collective nature) to pay, provide or contribute towards any Relevant Benefit for or in respect of any current or former employee, director or other officer (or any spouse, child or dependant thereof) of the Group Company or any predecessor in business of the Group Company. 7.6.2 Copies of the Plan Documents are included in the Data Room and these comprise all material documents governing the Plans. So far as the Seller is aware, these documents are complete and accurate. 7.6.3 Wherever required, each Plan has been approved by and/or registered with the appropriate taxation, social security and supervisory authorities in the relevant country or state and so far as the Seller is aware there is no ground on which such approval may cease to apply. 7.6.4 All amounts due to be paid by each Group Company to or in respect of any Plan and State Pension Schemes have been paid by the due dates. 7.6.5 Each Group Company has observed and performed all its obligations in all material respects under the relevant Plan Documents of any Plan, the requirements of the relevant supervisory authorities in the relevant country or state and all applicable laws. 7.6.6 So far as the Seller is aware, any trustees, managers, administrators and any other person or body with responsibilities relating to any Plan, have observed and performed all their obligations in all material respects under the relevant Plan Documents, the requirements of the supervisory authorities in the relevant country or state and all applicable laws. 7.6.7 Other than G4S International Logistics (G4Si UK) Limited, no employer debt or other withdrawal liability shall be incurred by any Group Company or any member of the Purchaser's Group as a consequence of the withdrawal of any Group Company from participation in any Plan on or as a result of the relevant Closing. 7.6.8 So far as the Seller is aware, there are no actions, suits, claims or complaints in progress, pending, threatened or anticipated in respect of any of the Plans. 7.6.9 In the UK, no circumstances exist as a result of which any Group Company might be issued with a contribution notice under sections 38-51 of the Pensions Xxx 0000 and no Group Company is, or within the last 24 months has been, an associate of or connected with any person who is an employer in relation to any defined benefit occupational pension scheme other than the G4S Pension Scheme. 7.6.10 In the Netherlands, subject to the participation in the mandatory industry wide Pension Fund for the Security Sector ('Pensioenfonds Particuliere Beveiliging') there is and, so far as the Seller is aware, has not been in the five year period preceding the date of this Agreement any statutory obligation for any Group Company in the Netherlands to participate in any mandatory industry wide pension fund for any employee or former employee of any Group Company in the Netherlands. 3 Definition of Plans to be kept under review subject to details provided during disclosure.

Group Retirement Benefit Arrangements. 7.6.1 Except pursuant to the Plans or pursuant to any State Pension Scheme no G4Si Group Company is under any obligation or commitment (whether or not written or unwritten or of an individual or collective nature) to pay, provide or contribute towards any Relevant Benefit for or in respect of any current or former employee, director or other officer (or any spouse, child or dependant thereof) of the G4Si Group Company or any predecessor in business of the G4Si Group Company. 7.6.2 Copies of the Plan Documents are included in the Data Room and these comprise all material documents governing the Plans. So far as the Seller is aware, these documents are complete and accurate. 7.6.3 Wherever required, each Plan has been approved by and/or registered with the appropriate taxation, social security and supervisory authorities in the relevant country or state and so far as the Seller is aware there is no ground on which such approval may cease to apply. 7.6.4 All amounts due to be paid by each G4Si Group Company to or in respect of any Plan and State Pension Schemes have been paid by the due dates. 7.6.5 Each G4Si Group Company has observed and performed all its obligations in all material respects under the relevant Plan Documents of any Plan, the requirements of the relevant supervisory authorities in the relevant country or state and all applicable laws. 7.6.6 So far as the Seller is aware, any trustees, managers, administrators and any other person or body with responsibilities relating to any Plan, have observed and performed all their obligations in all material respects under the relevant Plan Documents, the requirements of the supervisory authorities in the relevant country or state and all applicable laws. 7.6.7 Other than G4S International Logistics (UK) Limited, no employer debt or other withdrawal liability shall be incurred by any G4Si Group Company or any member of the Purchaser's Group as a consequence of the withdrawal of any G4Si Group Company from participation in any Plan on or as a result of Closing. 7.6.8 So far as the Seller is aware, there are no actions, suits, claims or complaints in progress, pending, threatened or anticipated in respect of any of the Plans. 7.6.9 In the UK, no circumstances exist as a result of which any G4Si Group Company might be issued with a contribution notice under sections 38-51 of the Pensions Xxx 0000 and no G4Si Group Company is, or within the last 24 months has been, an associate of or connected with any person who is an employer in relation to any defined benefit occupational pension scheme other than the G4S Pension Scheme. 7.6.10 In the Netherlands, subject to the participation in the mandatory industry wide Pension Fund for the Security Sector ('Pensioenfonds Particuliere Beveiliging') there is and, so far as the Seller is aware, has not been in the five year period preceding the date of this Agreement any statutory obligation for any G4Si Group Company in the Netherlands to participate in any mandatory industry wide pension fund for any employee or former employee of any G4Si Group Company in the Netherlands.

Group Retirement Benefit Arrangements. 7.6.1 Except pursuant The arrangements listed in the Disclosure Letter are the only arrangements under which the Business Transferors (in relation to the Plans Businesses) or pursuant the Group Companies have any liability, whether actual, contingent, present or future, for providing Relevant Benefits (the “Group Retirement Benefit Arrangements”), except for statutory arrangements to which any State Pension Scheme no Group Company is under any obligation or commitment (whether or not written or unwritten or of an individual or collective nature) to pay, provide or contribute towards any Relevant Benefit for or in respect of any current or former employee, director or other officer (or any spouse, child or dependant thereof) of the Group Company Business Transferors or any predecessor in business of the Group CompanyCompanies contribute in compliance with any law or regulation. The Transferors have made available to the Purchaser the information necessary to establish the entitlement and contingent entitlement of all Relevant Employees in the Group Retirement Benefit Arrangements and their dependants. 7.6.2 Copies of Other than the Plan Documents are included in the Data Room and these comprise all material documents governing the Plans. So far as the Seller is awareGroup Retirement Benefit Arrangements, these documents are complete and accurate. 7.6.3 Wherever required, each Plan has been approved by and/or registered with the appropriate taxation, social security and supervisory authorities in the no proposal to provide any relevant country or state and so far as the Seller is aware there is no ground on which such approval may cease to apply. 7.6.4 All amounts due to be paid by each Group Company benefits to or in respect of any Plan Current Employees has been announced and State Pension Schemes no agreement to contribute to any such arrangement has been reached. 7.6.3 No undertakings have been paid by given to Current Employees concerning the due datescontinuation of the Group Retirement Benefit Arrangements or the continuation, increase or amendment of any of the benefits provided under them (whether or not legally binding) after Closing. 7.6.5 Each 7.6.4 So far as the Transferors are aware, the Group Company has observed Retirement Benefit Arrangements are and performed all its obligations have been operated in all material respects under the relevant Plan Documents of any Planin compliance with all laws, the requirements of relevant Tax Authorities and the relevant supervisory authorities in governing rules of each of the relevant country or state arrangements, including as to (i) the implementation and all applicable lawsapplication of any eligibility criteria to them and (ii) any obligations to contribute to them. 7.6.6 7.6.5 So far as the Seller is Transferors are aware, any trustees, managers, administrators no Group Retirement Benefit Arrangement and any other person no Business Transferor or body with responsibilities relating Group Company is party to any Plan, have observed and performed all their obligations disputes which relate to or are in all material respects under connection with the relevant Plan Documents, the requirements of the supervisory authorities in the relevant country or state and all applicable laws. 7.6.7 Other than G4S International Logistics (UK) Limited, no employer debt or other withdrawal liability shall be incurred by any Group Company or any member of the Purchaser's Group as a consequence of the withdrawal provision of any benefits for Current Employees under a Group Company from participation in any Plan on Retirement Benefit Arrangement and no such disputes are pending or as a result of Closing. 7.6.8 So far as the Seller is aware, threatened and there are no actionsfacts likely to give rise to any such disputes. For the avoidance of doubt, suitsin this paragraph 7.6.5 of Schedule 12, claims “disputes” includes any investigation or complaints determination by any pension or investment authorities or any complaint under any internal dispute resolution procedure established in progress, pending, threatened or anticipated in respect of any of connection with the PlansGroup Retirement Benefit Arrangements. 7.6.9 In 7.6.6 Insofar as the UKTransferors are aware, no circumstances exist as a which could result in any of which any the Group Company might be Companies being issued with a contribution notice under sections 38-51 38 to 42 of the Pensions Xxx 0000. 7.6.7 No Group Company is liable for any debt arising under or by operation of sections 75 and 75A of the Pensions Xxx 0000 that has not been paid and no Closing will not result in any Group Company is, or within the last 24 months has been, an associate of or connected with any person who is an employer “employer” for the purposes of sections 75 and 75A of the Pensions Xxx 0000 in relation to any defined benefit occupational pension scheme other than the G4S Pension Scheme. 7.6.10 In the Netherlands, subject to the participation in the mandatory industry wide Pension Fund for the Security Sector ('Pensioenfonds Particuliere Beveiliging') there is and, so far as the Seller is aware, has not been in the five year period preceding the date of this Agreement any statutory obligation a Group Retirement Benefit Arrangement becoming liable for any Group Company in the Netherlands such debt or otherwise ceasing to participate in any mandatory industry wide pension fund for any employee or former employee of any Group Company in the NetherlandsRetirement Benefit Arrangement.