Non-U.S. Benefit Plans. This Section 4.12 shall apply to Non-U.S. Benefit Plans and Non-U.S. Angel Plans.
Non-U.S. Benefit Plans. (i) Since 1 July 2012, in the Material Employee Jurisdictions all benefit and compensation plans, contracts, policies, agreements or arrangements (other than US Benefit Plans and plans, contracts, policies, agreements or arrangements operated by any Governmental Entity) (A) maintained by a Flu Group Company or Business Seller, with respect to Flu Group Company Employees or Flu Business Employees or current or former employees or directors of a Flu Group Company, (B) in respect of which any Flu Group Company or Business Seller, with respect to Flu Group Company Employees or Flu Business Employees, the Seller or any member of the Seller’s Group has contributed or (C) in respect of which any Flu Group Company or Business Seller, with respect to Flu Group Company Employees or Flu Business Employees, has any material liability (whether actual or contingent), including, but not limited to, plans providing benefits on retirement, early retirement, leaving service, death, termination of employment (whether voluntary or not), or during periods of sickness or disablement, or any deferred or incentive compensation, welfare, healthcare, medical, stock or stock-related award plans, including individual pension commitments, “jubilee” pension benefits and retirement and termination indemnity arrangements (such plans, contracts, agreements, policies and arrangements hereinafter being referred to as “Non-US Benefit Plans”) have been administered in accordance with their terms and are in compliance with Applicable Laws, except for any failures to so administer or be in compliance that, individually and in the aggregate, would not reasonably be expected to have a material adverse effect. All required filings for all Non-US Benefit Plans have been made on time and with the appropriate Governmental Entity, except for any failures to timely file that, individually and in the aggregate, would not reasonably be likely to have a material adverse effect. As of the date hereof, there is no pending or, to the Knowledge of Seller, threatened material litigation relating to Non-US Benefit Plans.
Non-U.S. Benefit Plans. (a) A complete matrix of all Non-U.S. Benefit Plans is set forth in Section 4.9A of the Disclosure Letter and an accurate summary of, and costs for, each such plan has been made available to Purchaser.
Non-U.S. Benefit Plans. Tronox shall establish Non-U.S. Benefit Plans to the extent provided in Article 10.
Non-U.S. Benefit Plans. (i) Each Non-U.S. Benefit Plan is in compliance (both as to documentation and administration) in all material respects with the terms of such Non-U.S. Benefit Plan and all Applicable Laws of each jurisdiction in which such Non-U.S. Benefit Plan is maintained. Each Non-U.S. Benefit Plan that is required to be registered with any Governmental Entity has been so registered and has been maintained in good standing with all applicable Governmental Entities and, if intended to qualify for special tax treatment, each Non-U.S. Benefit Plan meets all requirements for such treatment.
Non-U.S. Benefit Plans. The matters, issues, and liabilities relating to, arising out of, or resulting from any Non-U.S. Benefit Plan and non-U.S.-related employment matters shall be handled in a manner that is in compliance with the requirements of applicable Law and, to the extent practicable, that is consistent with the principles and procedures set forth in this Agreement for comparable matters, issues, or liabilities relating to, arising out of, or resulting from any CBS Benefit Plans, Outdoor Americas Benefit Plans and employment matters generally. CBS and Outdoor Americas shall work together to determine the actions necessary or appropriate to implement the principles set forth in this Section 9.09. For purposes of clarity, if applicable Law requires an allocation of liabilities with respect to Non-U.S. Benefit Plans and non-U.S.-related employment matters that is different than as provided in this Agreement, the Party that assumes or retains such liabilities shall be reimbursed by the other Party for the amount of such liabilities.
Non-U.S. Benefit Plans. Non-U.S. Benefit Plans, when immediately preceded by “Xxxx-XxXxx,” means the employee benefit plans listed on Schedule II. When immediately preceded by “Tronox,” Non-U.S. Plans means employee benefit plans to be established by Tronox pursuant to Section 2.03 that correspond to the Xxxx-XxXxx Non-U.S. Benefit Plans to the extent such Xxxx-XxXxx Non-U.S. Benefit Plans provide benefits to Tronox Individuals.
Non-U.S. Benefit Plans. (i) Schedule 5.12(g) hereto contains a true and complete list of all:
Non-U.S. Benefit Plans. (i) Neither the Company nor any of its Subsidiaries has any formal plans or commitments, legally binding or otherwise, to create any additional pension, benefit or compensation plans or to modify or change any existing Non-U.S. Plan such as would affect any of their current employees or former employees.
Non-U.S. Benefit Plans. (i) With respect to each Non-U.S. Benefit Plan, the Share Sellers have made available to the Buyer a copy of the plan documents or any applicable summaries thereof, and where applicable, the most recent copies of the following: summary plan description, financial statements for the Benefit Plans and all trust agreements, if and as they exist and, in respect to the Transferred Employees employed by an Irish Share Seller or Affiliate, there is not in operation, and none of the Irish Share Sellers or any of their Affiliates have at any previous time contributed to, and no proposal has been announced to enter into or establish, and there is no present, future or contingent obligation in respect of any agreement, arrangement, undertaking, custom or practice for the payment of, or payment of a contribution towards, any pensions, allowances, gratuitous payments, lump sums or other similar benefits on retirement, death, termination of employment (whether voluntary or not) or during periods of sickness or disablement (whether during service or after retirement) for the benefit of any Transferred Employees employed by an Irish Share Seller or Affiliate except as set forth in a Non-US Benefit Plan as identified on Disclosure Schedule 3.21(a).
