Common use of International Employee Plans Clause in Contracts

International Employee Plans. (i) Section 2.15(n)(i) of the Company Disclosure Letter contains a correct and complete list (anonymalised if required by law) of each material International Employee Plan. The Company and each of its Subsidiaries has Made Available correct and complete copies of each material document related to each such International Employee Plan (including, without limitation, each plan document and all amendments thereto). (ii) Except as (A) is required under any Legal Requirements or (B) otherwise set forth in Section 2.15(n)(i) of the Company Disclosure Letter, the foregoing representations contained in Sections 2.15(d) through 2.15(m) are accurate in all material respects with respect to Employees located outside the United States and International Employee Plans, to the extent applicable. Each International Employee Plan has been established, maintained and administered in compliance in all material respects with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. No International Employee Plan has material unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. All benefits under each International Employee Plan (other than those which are fully insured) are calculated on a money purchase basis only and there is no obligation on the Company or any of its Subsidiaries or under an International Employee Plan to provide any specified level of benefits (other than in the case of those benefits which are fully insured). Except as required by law or in relation to benefits previously vested, earned or accrued, or pursuant to the terms of an Employee Agreement disclosed in Section 2.15(b)(i) of the Company Disclosure Letter, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.

International Employee Plans. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) Section 2.15(n)(i) of the Company Disclosure Letter contains a correct and complete list (anonymalised if required by law) of each material International Employee Plan. The Company and each of its Subsidiaries has Made Available correct and complete copies of each material document related to each such International Employee Plan (including, without limitation, each plan document and all amendments thereto). (ii) Except as (A) is required under any Legal Requirements or (B) otherwise set forth in Section 2.15(n)(i) of the Company Disclosure Letter, the foregoing representations contained in Sections 2.15(d) through 2.15(m) are accurate in all material respects with respect to Employees located outside the United States and International Employee Plans, to the extent applicable. Each International Employee Plan has been established, maintained and administered in compliance in all material respects with its terms and conditions and with the requirements prescribed by any applicable Laws, including making all required filings and reports in a timely manner with all statutory Governmental Authorities, (ii) no event has occurred with respect to any registered International Employee Plan which would result in the revocation of the registration of such International Employee Plan, or regulatory laws which would entitle any Person (without the consent of the sponsor of such International Employee Plan) to wind up or terminate any such International Employee Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such International Employee Plan and (iii) no contribution holidays have been taken under any of the International Employee Plans, and there have been no withdrawals of assets or transfers from any International Employee Plan, except in accordance with applicable Laws. No debt has arisen under Section 75 of the U.K. Xxxxxxx Xxx 0000 in connection with any International Employee Plan, nor will any such debt become due as a result of the consummation of the Merger. No employee of the Company or any of its Subsidiaries who is domiciled outside of the United States (or any of their dependents) is entitled to any pension, superannuation, retirement (including on early retirement), or death benefits (including in the form of a lump sum) (together, “Pension Benefits”) that are applicable become payable before such employee’s normal retirement age as stated in his or her contract of employment or such International Employee Plan itself. With respect to each International Employee Plan, (A) apart from any general indemnity in favor of the trustees given by the Company or any of its Subsidiaries under the governing documents of such International Employee Plan, the Company and its Subsidiaries have not given any indemnity, undertaking or guarantee in respect of such International Employee Plan, (B) the financial statements of such International Employee Plan accurately reflect such International Employee Plan’s liabilities and accruals for contributions required to be paid to such International Employee Plan, in accordance with applicable generally accepted accounting principles consistently applied and (C) the assets of each International Employee Plan that provide Pension Benefits are sufficient to satisfy its respective liabilities (current and contingent) as of the date of this Agreement. No International Employee Plan has material unfunded liabilities, liabilities that as of the Effective Time, Time will not be fully accrued for in its financial statements or fully offset by insurance or fully accrued. All benefits under each International Employee Plan (other than those which are fully insured) are calculated on a money purchase basis only and there is no obligation on the Company or any of its Subsidiaries or under an International Employee Plan to provide any specified level of benefits (other than in the case of those benefits which are fully insured). Except as required by law or in relation to benefits previously vested, earned or accrued, or pursuant to the terms of an Employee Agreement disclosed in Section 2.15(b)(i) of the Company Disclosure Letter, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reasoninsurance.

International Employee Plans. (i) Section 2.15(n)(i2.18(i) of the Company Disclosure Letter Schedule contains a correct complete and complete accurate list (anonymalised if required by law) of each material International Employee Plan. The Company and each of its Subsidiaries has Made Available correct and complete copies of each material document related With respect to each International Employee Plan: (i) such International Employee Plan (includingis and has been established, without limitation, each plan document administered and maintained at all times in material compliance with its terms and all amendments thereto). applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) Except as (A) is all contributions to, and payments from, such International Employee Plan which may have been required under any to be made in accordance with the terms of such International Employee Plan, and the applicable Legal Requirements or (B) otherwise set forth in Section 2.15(n)(i) of the Company Disclosure Letter, the foregoing representations contained jurisdiction in Sections 2.15(d) through 2.15(m) are accurate in all material respects with respect to Employees located outside the United States and which such International Employee PlansPlan is maintained, to have been timely made or accrued; (iii) the extent applicable. Each Company and each ERISA Affiliate has complied with all applicable reporting and notice requirements, and such International Employee Plan has been establishedobtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, maintained and administered if any, that such International Employee Plan is in compliance with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in all material respects with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable order to give effect to such International Employee Plan. No ; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan has material unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. All asserting any rights or claims to benefits under each such International Employee Plan (other than those which are fully insured) are calculated on a money purchase basis only and there is no obligation on to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of its Subsidiaries the transactions contemplated by this Agreement will not (either alone or under an upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan to provide any specified level of benefits Plan; and (other than in the case of those benefits which are fully insured). Except vi) except as required by law or in relation to benefits previously vested, earned or accrued, or pursuant to the terms of an Employee Agreement disclosed in Section 2.15(b)(i) of the Company Disclosure Letterapplicable Legal Requirements, no condition exists that would prevent the Company or Parent any Company Subsidiary from terminating or amending any International Employee Plan at any time for any reasonreason in accordance with the terms of each such International Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Company Balance Sheet and any normal and reasonable expenses ordinarily incurred in a termination event). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any International Employee Plan that would reasonably be expected to materially increase the expense of maintaining such International Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Company Financial Statements.

International Employee Plans. (i) Section 2.15(n)(i) Each Employee Plan maintained for the benefit of employees of the Company Disclosure Letter contains Group located outside of the United States, other than statutorily-required plans sponsored or maintained by a correct and complete list Governmental Authority (anonymalised if required by law) of each material such Employee Plan, an “International Employee Plan. The Company and each of its Subsidiaries has Made Available correct and complete copies of each material document related to each such International Employee Plan (including, without limitation, each plan document and all amendments thereto). (ii”) Except as (A) is required under any Legal Requirements or (B) otherwise set forth in Section 2.15(n)(i) of the Company Disclosure Letter, the foregoing representations contained in Sections 2.15(d) through 2.15(m) are accurate in all material respects with respect to Employees located outside the United States and International Employee Plans, to the extent applicable. Each International Employee Plan has been established, maintained and administered in compliance in all material respects with its terms and conditions and in all material respects with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Planlaws. No Furthermore, no International Employee Plan has material unfunded liabilities, liabilities that as of the Effective Time, Time will not be fully offset by insurance or fully accruedaccrued in accordance with GAAP. All benefits under With respect to each International Employee Plan Plan: (i) if required to have been approved by any non-U.S. Governmental Authority so as to obtain any beneficial tax or other than those which are fully insured) are calculated on a money purchase basis only and there is no obligation on the Company or any of its Subsidiaries or under an status, such International Employee Plan to provide any specified level of benefits has been so approved and no such approval has been revoked (other than in the case of those benefits which are fully insured). Except as required by law or in relation to benefits previously vestednor, earned or accrued, or pursuant to the terms Knowledge of an Employee Agreement disclosed Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to cause such revocation; (ii) except as provided in Section 2.15(b)(i3.18(i) of the Company Disclosure Letter, no condition exists that would prevent employees of the Company Group (or Parent from terminating any of their dependents) are entitled to any pension, superannuation, retirement (including on early retirement) or amending any death benefits (including in the form of a lump sum) that become payable before their normal retirement age as stated in their contract of employment or such International Employee Plan at itself; (iii) apart from any time for general indemnity in favor of the trustees given by the Company Group under the governing documents of such International Employee Plan, none of the Company Group has given any reasonindemnity, undertaking or guarantee in respect of such International Employee Plan; (iv) except as set forth in Section 3.18(a) of the Company Disclosure Letter, no International Employee Plan is a “registered pension plan” (as such term is defined under the Income Tax Act (Canada)); and (v) no International Employee Plan provides supplemental pension benefits or is a “retirement compensation arrangement” (as such term is defined under the Income Tax Act (Canada)).