International Plans. 3.8(i) Lien..................................................................3.1(b) Material................................................................3.16
International Plans. The Sellers hereby represent and warrant to Buyer that:
(a) Section 9.2(a) of the Disclosure Schedule lists each material employee benefit plan, program, policy or practice maintained or contributed to by any of the Companies or Asset Transferor Entities for the Ex-U.S. Employees (other than Governmental Authority mandated plans or funds maintained or contributed to by Companies and Asset Transferor Entities pursuant to Applicable Laws), including, without limitation, vacation, severance, disability, medical, dental, hospitalization, life insurance and incentive bonus, savings and retirement plans, employment anniversary awards and deferred compensation plans ("International Plans"). Summary descriptions of each International Plan have been or will be made available to Buyer by Sellers.
(b) To the knowledge of Sellers, all International Plans are in compliance with, and have been administered in compliance with Applicable Laws, in all material respects and contributions required to be made to each such plan under the terms of the plan or any contract or labor or collective bargaining agreement or Applicable Law have been made or reserved.
International Plans. Except as specified on Schedule 3.26 no Seller Group Person maintains any Employee Plan/Agreement covering any Employee outside of the United States and no Seller Group Person has ever contributed to or been obligated to contribute to any such Employee Plan/Agreement. Each such Employee Plan/Agreement is fully funded to the extent required by all applicable Law and has obtained all appropriate tax qualifications.
International Plans. Seller hereby represents and warrants to Buyer that:
International Plans. Seller does not maintain any Employee Plan/Agreement covering any Employee or former Employee outside of the United States and Seller has never contributed to nor been obligated to contribute to any such Employee Plan/Agreement.
International Plans. Each compensation and benefit plan required to be maintained or contributed to by the Law or applicable rule of the relevant jurisdiction outside of the United States (the "COMPANY INTERNATIONAL PLANS") is listed in Section 2.20(h) of the Company Disclosure Letter. As regards each such Company International Plan, unless disclosed in Section 2.20(h) of the Company Disclosure Letter, (i) each of the Company International Plans is in compliance in all material respects with the provisions of the Laws of each jurisdiction in which each such Company International Plan is maintained, to the extent those Laws are applicable to the Company International Plans; (ii) all contributions to, and payments from, the Company International Plans which may have been required to be made in accordance with the terms of any such Company International Plan, and, when applicable, the Law of the jurisdiction in which such Company International Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to the Company International Plans, and all payments under the Company International Plans, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability in the most recent audited financial statements in the Company SEC Documents; (iii) there are no pending investigations by any Governmental Entity involving the Company International Plans of which the Company has received notice, and no pending claims (except for claims for benefits payable in the normal operation of the Company International Plans), suits or proceedings against any Company International Plan or asserting in writing any rights or claims to benefits under any Company International Plan; and (iv) the consummation of the Merger will not by itself create or otherwise result in any liability with respect to any Company International Plan, other than the triggering of payment to participants.
International Plans. Section 2.16(f) of the Seller Disclosure Letter lists each material Benefit Plan that is maintained outside the U.S. or is otherwise subject to non-U.S. Laws (the “International Plans”), and separately identifies each Transferred Benefit Plan that is an International Plan (the “International Transferred Benefit Plans”). With respect to each International Transferred Benefit Plan, (i) all employer and employee contributions to each International Transferred Benefit Plan required by Law or by the terms of such International Transferred Benefit Plan have been made or accrued as of the date of this Agreement and (ii) each International Transferred Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available.
International Plans. Employees
International Plans. With respect to each Employee Plan that is maintained outside the U.S. or is otherwise subject to non-U.S. Laws (the “International Plans”): (i) all employer and employee contributions to each International Plan required by law or by the terms of such International Plan to be made by the Company or any of its Subsidiaries have been made, or if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded International Plan, the Liability of each insurer for any International Plan funded through insurance or the book reserve established for any International Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such International Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such International Plan, and the transactions contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each International Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available.
International Plans. 46 9.3 BUYER'S OBLIGATIONS TO EMPLOYEES.............................................................
