Non-U.S. Benefit Plans Sample Clauses
Non-U.S. Benefit Plans. This Section 4.12 shall apply to Non-U.S. Benefit Plans and Non-U.S. Angel Plans.
(a) With respect to each material Non-U.S. Angel Plan, Seller has provided or made available to Purchaser or its counsel a current summary description thereof. As soon as practicable following the date hereof, Seller will deliver to Purchaser copies of all documents governing the material Non-U.S. Angel Plans with respect to which Purchaser shall incur or have a reasonable likelihood of incurring any Liability after the Closing and copies of all material documents governing the other Non-U.S. Angel Plans with respect to which Purchaser shall incur or have a reasonable likelihood of incurring any Liability after the Closing, including any financing vehicles underlying the Non-U.S. Angel Plans, and a list of each material insurance policy with respect to any of such Non-U.S. Angel Plans with respect to which Purchaser shall incur or have a reasonable likelihood of incurring any Liability after the Closing.
(b) Each of the Non-U.S. Benefit Plans has been maintained, operated and administered in material compliance with its terms and the provisions of applicable Law.
(c) Each Non-U.S. Benefit Plan which must be registered or qualified in the country in which it is maintained has received or timely applied for such registration or qualification, and, to Seller’s knowledge, such Non-U.S. Benefit Plan has not been amended since the date of its most recent registration or qualification (or application therefor) in a manner that would require a new registration or qualification, except where the failure to so comply has not had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.
(d) There are no pending or, to the knowledge of Seller, threatened claims, litigation or arbitration proceedings with respect to any Non-U.S. Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that have not had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. All contributions, premiums, expenses and other payments required to be made by Seller or its Affiliates in connection with the Non-U.S. Benefit Plans by the Closing Date have been made, except where the failure to make such payment would not reasonably be expected to have a Seller Material Adverse Effect.
(e) The consummation of the transactions described in this Agreement, in and...
Non-U.S. Benefit Plans. (i) All benefit and compensation plans, contracts, policies, agreements or arrangements (other than U.S. Benefit Plans and plans, contracts, policies, agreements or arrangements operated by any Government Entity)
(A) maintained by a Transferred Subsidiary or Seller or any of its Affiliates (other than a Transferred Subsidiary) for the benefit of Business Designated Employees or current or former employees or directors of a Transferred Subsidiary, (B) in respect of which any Transferred Subsidiary or, in relation to the Business Designated Employees, Seller or any of its other Affiliates has contributed, or (C) in respect of which any Transferred Subsidiary has any material liability (whether actual or contingent), including, but not limited to plans providing benefits on retirement, early retirement, 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, without limitation, 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-U.S. BENEFIT PLANS") have been administered in accordance with their terms and are in compliance with applicable Laws and contracts, except for any failures to so administer or be in compliance that, individually and in the aggregate, are not reasonably likely to have a Business Material Adverse Effect. To the Knowledge of Seller, no proposal has been announced to establish any new Non-U.S. Benefit Plan that would result in a material increase in the liability of the Transferred Subsidiaries for employment or other benefit obligations. All required filings for all Non-U.S. Benefit Plans have been made on time and with the appropriate Government Entity, except for any failures to timely file that, individually and in the aggregate, are not reasonably likely to have a Business Material Adverse Effect. As of the date hereof, there is no pending or, to the Knowledge of Seller, threatened material litigation relating to Non-U.S. Benefit Plans.
(ii) The Transferred Subsidiaries and, with respect to the Business Designated Employees, Seller and its other Affiliates (i) are in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, occupational health, safe...
Non-U.S. Benefit Plans. (a) With respect to each Non U.S. Benefit Plan, the Seller Parties have provided to Purchaser or its counsel a current summary description thereof and copies of all documents governing the material Non U.S. Benefit Plans with respect to which Purchaser shall incur or have a reasonable likelihood of incurring any Liability after the Closing and copies of all material documents governing the other Non U.S. Benefit Plans with respect to which Purchaser shall incur or have a reasonable likelihood of incurring any Liability after the Closing, including a true, complete and correct copy thereof, a copy of any financing vehicles underlying the Non U.S. Benefit Plans, and a list of each material insurance policy with respect to any of such Non U.S. Benefit Plans.
(b) Each of the Non U.S. Benefit Plans has been maintained, operated and administered in material compliance with its terms and the provisions of applicable Law.
(c) Each Non U.S. Benefit Plan which must be registered or qualified in the country in which it is maintained has received or timely applied for such registration or qualification and such Non U.S. Benefit Plan has not been amended since the date of its most recent registration or qualification (or application therefor) in a manner that would require a new registration or qualification.
(d) There are no pending or, to the knowledge of Seller, threatened claims, litigation or arbitration proceedings with respect to any Non U.S. Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries. All contributions, premiums, expenses and other payments required to be made by any Seller Party or any of their respective Affiliates in connection with the Non U.S. Benefit Plans by the Closing Date have been made.
(e) The consummation of the transactions described in this Agreement will not, other than as provided by Law, accelerate the time of payment or vesting or trigger any payment or funding (through a trust or otherwise) of compensation or benefits under, or materially increase the amount payable or create any other material obligation pursuant to, any of the Non U.S. Benefit Plans or any other of the Seller Parties’ employee benefit plans that provide benefits to the Non U.S. Employees.
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. (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.
(b) Each Non-U.S. Benefit Plan and related instruments are valid, legal and binding and in full force and effect, with no defaults thereunder, have been administered, operated and maintained in accordance with their terms and are in compliance with applicable Law. There is no pending or threatened legal action, proceeding or investigation or other manner of litigation or claim against or relating to any Non-U.S. Benefit Plan, and no facts exist that would give rise to any such legal action, proceeding or investigation or other manner of litigation, or claim, other than routine claims for benefits.
(c) Seller and its Subsidiaries are in full compliance with any Laws relating to the provision of any mandatory benefits for Non-U.S. Employees and former employees.
Non-U.S. Benefit Plans. The terms and conditions set forth in this Article VII shall apply to Benefit Plans sponsored or maintained by non-U.S. members of the Group for Group employees located in jurisdictions outside the U.S.
Non-U.S. Benefit Plans. Non-U.S. Benefit Plans, when immediately preceded by “▇▇▇▇-▇▇▇▇▇,” 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 ▇▇▇▇-▇▇▇▇▇ Non-U.S. Benefit Plans to the extent such ▇▇▇▇-▇▇▇▇▇ Non-U.S. Benefit Plans provide benefits to Tronox Individuals.
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. (i) Schedule 5.12(g) hereto contains a true and complete list of all:
(A) Benefit Plans into which the Company and its Subsidiaries have entered (other than the benefit arrangements required by national or state law), including all benefit arrangements required on an industry-wide basis, as well as legally required benefit arrangements which were implemented to avoid affiliation to a national or industry-wide plan. For purposes of this Section, “Benefit Plans” means all arrangements, whether written or verbally agreed, on a group or individual basis, whether funded or not, which grant a retirement, death, hospitalization, medical, dental, disability or long service recognition benefit to any employee, former employee, or Manager of the Company or any of its Subsidiaries who performs or performed services outside of the United States;
(B) Remuneration Plans into which the Company or its Subsidiaries have entered. For purposes of the foregoing, “Remuneration Plans” means base salary, bonuses, incentive remuneration programs, vacation pay, profit sharing plans, termination indemnities and any form of plans maintained by the Company or its Subsidiaries which provide stock, phantom stock, or stock appreciation rights or deferred remuneration programs which are applicable to any employees, former employees or Managers of the Company or any of its Subsidiaries who perform or performed services outside the United States.
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).
(ii) Except as set forth in Disclosure Schedule 3.21(c)(ii), the Non-U.S. Benefit Plans have been established, maintained, funded, qualified and administered in material compliance with applicable Laws and governing documentation. Each of the Irish Retirement Schemes is a defined contribution scheme, was established as such, was not established in succession to, and has not previously been converted from a defined benefit scheme, and none of the Transferred Employees employed by an Irish Share Seller or Affiliate have been promised or are entitled to receive defined benefit pensions as a result of employment with the Share Sellers or any of their Affiliates or due to the transfer of their employment from another entity into the Share Sellers or any of their Affiliates. Each of the Transferred Employees employed by an Irish Share Seller or Affiliate who has completed six months’ employment with an Irish Share Seller or Affiliate is eligible to participate in an Irish Retirement Scheme or, if not, each of Irish Share Seller or Affiliates has complied with its obligations under Section 121 of the Irish Pensions Act.
(iii) To Sellers’ Knowledge, there are no suits, actions, disputes, claims (other than routine claims for benefits), ...