Common use of Pension and Benefit Plans Clause in Contracts

Pension and Benefit Plans. (a) Each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus, deferred compensation, equity-based, severance or other plan or written agreement relating to employment, compensation or fringe benefits for employees, maintained or contributed to by the Company or any Subsidiary or with respect to which the Company or any Subsidiary could incur or could have incurred any direct or indirect, fixed or contingent liability (collectively, the “Plans”) is listed in Schedule 3.25, is and has been maintained in substantial compliance with all material applicable laws and has been administered and operated in all material respects in accordance with its terms. (b) Each Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the IRS and, to the Knowledge of the Company, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a “reportable event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived by the Pension Benefit Guaranty Corporation (the “PBGC”) or for which a material liability could be incurred by the Company has occurred with respect to any Plan. No Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. (c) None of the Company, any Subsidiary nor, to the Knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any transaction in connection with any Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. Neither the Company nor any Subsidiary has maintained any Plan (other than a Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code) which provides benefits with respect to employees or former employees following their termination of service with the Company or Subsidiary (other than as required pursuant to Section 601 of ERISA). Each Plan subject to the requirements of Section 601 of ERISA has been operated in substantial compliance therewith in all material respects. (d) Except as disclosed in Schedule 3.25, no individual shall accrue or receive additional benefits, service or accelerated rights to payment of benefits as a direct result of the transaction contemplated by this Agreement. No material claim, investigation, audit, action or litigation has been made, commenced or threatened, by or against any Plan, the Company or any Subsidiary with respect to any Plan (other than for benefits payable in the ordinary course and PBGC insurance premiums). (e) No Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and neither the Company nor any Subsidiary has been obligated to contribute to any multiemployer plan. No liability against the Company or any Subsidiary has been, or could reasonably be expected to be, incurred under Title IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(f) or (n) of the Code, by the Company or any entity required to be aggregated with the Company pursuant to Section 4001(b) of ERISA and/or Section 414 (b), (c), (m) or (o) of the Code (and the regulations promulgated thereunder) with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA). (f) With respect to each Plan, the Seller has delivered or caused to be delivered to Purchaser and its counsel true and complete copies of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto; (ii) the current summary plan description with any applicable summaries of material modifications thereto; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with the IRS, a copy of such filing; (v) the most recently prepared IRS Form 5500; and (vi) the most recently prepared financial statement.

Pension and Benefit Plans. 1.1 The Disclosure Schedule sets forth a true and complete list of all material benefit plans, programs and arrangements maintained by the Vendor, any other member of the LucasVarity Group or HVBS for the benefit of the US Transferring Employees, including a true and complete description of all benefits provided under the Dayton Walther Corporation Group Employee Benefit Xxxx (XXXXX Xxxx No. 504). Those employee benefit and pension plans (each a "Plan") which Purchaser is assuming are separately identified as such on the Disclosure Schedule. (a) Each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus, deferred compensation, equity-based, severance or other plan or written agreement relating to employment, compensation or fringe benefits for employees, maintained or contributed to by the Company or The Plans and any Subsidiary or with respect to which the Company or any Subsidiary could incur or could related trust agreements have incurred any direct or indirect, fixed or contingent liability (collectively, the “Plans”) is listed in Schedule 3.25, is and has been maintained in substantial compliance with all material applicable laws and has been administered and operated in all material respects enforced in accordance with its terms. their terms and all applicable laws, rules and regulations, including, without limitation, all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); (b) Each Plan which is each Plan, if intended or designed to be “qualified” within the meaning of qualify under Section 401(a) or 403(a) of the Code, has received a favorable determination letter from the IRS andInternal Revenue Service to the effect that it is qualified under the Code, and none of the Vendor, any other member of the LucasVarity Group or HVBS is aware of any event that has occurred since the date of such determination that would materially adversely affect such qualification; (c) except for routine claims for benefits, no disputes are pending or, to the Knowledge knowledge of the CompanyVendor, no event has occurred threatened against the Vendor or any other member of the LucasVarity Group or HVBS with respect to any Plan; and no condition exists which could reasonably be expected (d) all reporting, filing and disclosure requirements with respect to result in each Plan have been satisfied. 1.3 With respect to each Plan: (a) the revocation fair market value of any the assets of such determination. No event which constitutes a “reportable event” Plan equals or exceeds the "benefit liabilities" (as defined in Section 4043(c4001(a)(16) of ERISA) for of such Plan, based on actuarial assumptions which are reasonable, both individually and in the 30-day notice requirement has not been waived by the Pension Benefit Guaranty Corporation (the “PBGC”) or for which a material liability could be incurred by the Company has occurred with respect to any Plan. No Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms aggregate, as of the Plans to have paid as contributions to such Plans on or prior to the date hereof hereof, (excluding any amounts not yet dueb) and no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred an “"accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. (c) None of the Company, any Subsidiary nor, to the Knowledge of the Company, any other “disqualified person” or “party in interest” " (as defined in Section 4975(e)(2) 412 of the Code and or Section 3(14) 302 of ERISA) has been incurred, respectively)(c) no provision under this Agreement or the US Sale Agreement prevents the sponsoring employer (including the Purchaser after the Closing Date) from amending, has engaged in any transaction in connection with modifying or terminating any Plan that could reasonably or any benefit thereunder in accordance with applicable law or any applicable collective bargaining agreement, (d) all contributions required to be expected made to result in such Plan have been made on a timely basis, (e) any contribution required to be made under the imposition of a material penalty pursuant Plan and attributable to Section 502(iany participant's service prior to the Closing Date has been or will be made prior to the Closing Date, (f) of ERISA, damages pursuant any amendment to Section 409 of ERISA the Plan adopted by the sponsoring employer prior to the Closing Date is or a tax pursuant will become effective prior to Section 4975(a) of the Code. Neither the Company nor any Subsidiary has maintained any Plan Closing Date (other than a Plan which is intended any amendment to be “qualified” within the meaning of Section 401(a) transfer sponsorship of the CodePlan to the Purchaser in accordance with Section 3.1.4 of the US Sale Agreement, which amendment shall be effective as of the Closing Date), (g) the Plan expressly provides the sponsoring employer the right to amend, terminate or modify any benefit under the Plan in accordance with applicable law and any applicable collective bargaining agreement(s) and (h) none of the Vendor, any other member of the LucasVarity Group, HVBS or any entity which provides benefits with respect to employees or former employees following their termination of service would be aggregated with the Company or Subsidiary (Vendor, any other than as required pursuant to Section 601 of ERISA). Each Plan subject to the requirements of Section 601 of ERISA has been operated in substantial compliance therewith in all material respects. (d) Except as disclosed in Schedule 3.25, no individual shall accrue or receive additional benefits, service or accelerated rights to payment of benefits as a direct result member of the transaction contemplated by this Agreement. No material claim, investigation, audit, action LucasVarity Group or litigation has been made, commenced or threatened, by or against any Plan, the Company or any Subsidiary with respect to any Plan (other than for benefits payable in the ordinary course and PBGC insurance premiums). (e) No Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and neither the Company nor any Subsidiary has been obligated to contribute to any multiemployer plan. No liability against the Company or any Subsidiary has been, or could reasonably be expected to be, incurred HVBS under Title IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(fSections 414(b),(c),(m) or (n) of the Code, by the Company Code or any entity required to be aggregated with the Company pursuant to Section 4001(b4001(h) of ERISA and/or Section 414 (b), (c), (man "ERISA Affiliate") has taken any action or (o) of the Code (and the regulations promulgated thereunder) failed to take any action with respect to any “"employee pension benefit plan” (as defined in Section 3(2" within the meaning of section 3(3) of ERISA)ERISA which could result in the imposition of any lien or other encumbrance on the Assets. (f) With respect to 1.4 The Vendor, each Plan, the Seller has delivered or caused to be delivered to Purchaser and its counsel true and complete copies other member of the following documentsLucasVarity Group, HVBS and each of their respective ERISA Affiliates have complied in all material respects with the health care continuation requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto; (ii) the current summary plan description with any applicable summaries of material modifications thereto; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with the IRS, a copy of such filing; (v) the most recently prepared IRS Form 5500; and (vi) the most recently prepared financial statementamended.

Pension and Benefit Plans. (a) Each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus, deferred compensation, equity-based, severance or other plan or written agreement relating to employment, compensation or fringe benefits for employees, maintained or contributed to by the Company or any Subsidiary or with respect to which the Company or any Subsidiary could incur or could have incurred any direct or indirect, fixed or contingent liability (collectively, the “Plans”) is listed in Schedule 3.25, is and Pension Plan has been maintained in substantial compliance with all material applicable laws and has been established, maintained, operated, administered and operated funded in material compliance with, and otherwise complies in all material respects in accordance with, its terms and with its terms. ERISA and the Code (b) Each Plan including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other Applicable Laws and regulations, except where any failure to be “qualified” within comply would not, individually or in the meaning of Section 401(a) of the Codeaggregate, has received a favorable determination letter from the IRS and, to the Knowledge of the Company, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a “reportable event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived by the Pension Benefit Guaranty Corporation (the “PBGC”) or for which a material liability could be incurred by the Company has occurred with respect to any Plan. No Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waivedMaterial Adverse Effect. (cb) None of the CompanyNo ERISA Event has occurred or is reasonably expected to occur that, any Subsidiary norwhen taken together with all other such ERISA Events, to the Knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any transaction in connection with any Plan that could would reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(iMaterial Adverse Effect. (c) of ERISAThere are no actions, damages pursuant to Section 409 of ERISA suits or claims pending against or involving a tax pursuant to Section 4975(a) of the Code. Neither the Company nor any Subsidiary has maintained any Pension Plan or Foreign Plan (other than a Plan routine claims for benefits) or, to the knowledge of any Loan Party, threatened, which is intended would reasonably be expected to be “qualified” within asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the meaning of Section 401(a) of the Code) which provides benefits with respect aggregate to employees or former employees following their termination of service with the Company or Subsidiary (other than as required pursuant to Section 601 of ERISA). Each Plan subject to the requirements of Section 601 of ERISA has been operated result in substantial compliance therewith in all material respectsa Material Adverse Effect. (d) Except as disclosed in Schedule 3.25would not reasonably be expected to have a Material Adverse Effect, (i) no individual shall accrue or receive additional benefitsLoan Party nor any of their respective Subsidiaries nor any of their respective ERISA Affiliates has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, service or accelerated rights to payment of benefits withdrawn as a direct result substantial employer so as to become subject to the provisions of the transaction contemplated by this Agreement. No material claim, investigation, audit, action Section 4063 of ERISA or litigation has been made, commenced or threatened, by or against any Plan, the Company or any Subsidiary with respect ceased making contributions to any Pension Plan subject to Section 4064(a) of ERISA to which it made contributions or (other than for benefits payable in the ordinary course and PBGC insurance premiums)ii) no Loan Party nor any of their respective Subsidiaries nor any of their respective ERISA Affiliates has any liability under Section 4069 of ERISA. (e) No Plan is a “multiemployer plan” (Except as defined in Section 4001(a)(3) of ERISA) and neither the Company nor any Subsidiary has been obligated to contribute to any multiemployer plan. No liability against the Company or any Subsidiary has been, or could would not reasonably be expected to behave a Material Adverse Effect, incurred under Title IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(f) or (n) of the Code, by the Company or any entity required to be aggregated with the Company pursuant to Section 4001(b) of ERISA and/or Section 414 (b), (c), (m) or (o) of the Code (and the regulations promulgated thereunder) with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA). (f) With respect to each Foreign Plan, the Seller has delivered or caused to be delivered to Purchaser and its counsel true and complete copies of the following documents, as applicable, for each respective Plan: (i) all employer and employee contributions required by law or by the terms of the Foreign Plan documentshave been made, or, if applicable, accrued, in accordance with all amendments thereto; normal accounting practices, (ii) the current summary plan description Fair Market Value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable summaries of material modifications thereto; generally accepted accounting principles, and (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter it has been filed registered as required and is currently pending has been maintained in good standing with applicable regulatory authorities. Notwithstanding the IRSforegoing, the representations and warranties in this Section 5.17 do not apply to, and are not made by, a copy of such filing; (v) the most recently prepared IRS Form 5500; and (vi) the most recently prepared financial statementMexican Loan Party.

Pension and Benefit Plans. (ai) Each “Schedule 3.1(m) of the Seller Disclosure Letter lists each "employee benefit plan” " (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and any other material employee plan or agreement contributed to or maintained by any of the Companies or under which employees of the Companies are entitled to benefits (the "COMPANY PLANS"). (ii) To the Seller's knowledge, each Company Plan has been administered and is in compliance with the terms of such Company Plan and all applicable laws, rules and regulations except where the failure to comply could not reasonably be expected to have a Seller Material Adverse Effect. (iii) To the Seller's knowledge, no "reportable event" (as defined such term is used in Section 3(3section 4043 of ERISA), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Internal Revenue Code of 1986, as amended (the "CODE")) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any Company Plan that would reasonably be expected to have a Seller Material Adverse Effect. (iv) No litigation or administrative or other proceeding involving any Company Plans has occurred or to the Seller's knowledge is threatened that would reasonably be expected to have a Seller Material Adverse Effect. (v) To the Seller's knowledge, except as set forth on Schedule 3.1(m) of the Seller Disclosure Letter, none of the Companies has contributed to any "multiemployer plan" (within the meaning of section 3(37) of ERISA), bonus, deferred compensation, equity-based, severance or other plan or written agreement relating to employment, compensation or fringe benefits for employees, maintained or contributed to by and neither the Company or Companies nor any Subsidiary or with respect to which the Company or member of their Controlled Group (defined as any Subsidiary could incur or could have incurred any direct or indirect, fixed or contingent liability (collectively, the “Plans”) is listed in Schedule 3.25, is and has been maintained in substantial compliance with all material applicable laws and has been administered and operated in all material respects in accordance with its terms. (b) Each Plan organization which is intended to be “qualified” a member of a controlled gourp of organizations within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the IRS and, to the Knowledge of the Company, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a “reportable event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived by the Pension Benefit Guaranty Corporation (the “PBGC”) or for which a material liability could be incurred by the Company has occurred with respect to any Plan. No Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. (c) None of the Company, any Subsidiary nor, to the Knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any transaction in connection with any Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. Neither the Company nor any Subsidiary has maintained any Plan (other than a Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code) which provides benefits with respect to employees or former employees following their termination of service with the Company or Subsidiary (other than as required pursuant to Section 601 of ERISA). Each Plan subject to the requirements of Section 601 of ERISA has been operated in substantial compliance therewith in all material respects. (d) Except as disclosed in Schedule 3.25, no individual shall accrue or receive additional benefits, service or accelerated rights to payment of benefits as a direct result of the transaction contemplated by this Agreement. No material claim, investigation, audit, action or litigation has been made, commenced or threatened, by or against any Plan, the Company or any Subsidiary with respect to any Plan (other than for benefits payable in the ordinary course and PBGC insurance premiums). (e) No Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and neither the Company nor any Subsidiary has been obligated to contribute to any multiemployer plan. No liability against the Company or any Subsidiary has been, or could reasonably be expected to be, incurred under Title IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(f) or (n) of the Code, by the Company or any entity required to be aggregated with the Company pursuant to Section 4001(b) of ERISA and/or Section 414 (bsections 414(b), (c), (m) or (o)) of the Code (and the regulations promulgated thereunder) with respect has incurred any withdrawal liability that remains unsatisfied in an amount that would reasonably be expected to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA)have a Seller Material Adverse Effect. (fvi) With respect The termination of, or withdrawal from, any Company Plan or multiemployer plan to each Plan, the Seller has delivered or caused to be delivered to Purchaser and its counsel true and complete copies which any of the following documentsCompanies contributes, as applicableon or prior to the date hereof, for each respective Plan: (i) all Plan documents, with all amendments thereto; (ii) the current summary plan description with any applicable summaries of material modifications thereto; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter has not and, if to the Seller's knowledge, will not subject any of the Companies to any liability under Title IV of ERISA that would reasonably be expected to have a request for such a letter has been filed and is currently pending with the IRS, a copy of such filing; (v) the most recently prepared IRS Form 5500; and (vi) the most recently prepared financial statementSeller Material Adverse Effect.