Common use of Pension Matters Clause in Contracts

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to the Borrower’s Knowledge, no facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to fall below 60%. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, forth (as of the date hereofsuch schedule may be updated on any Bringdown Date), a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a prototype plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and Laws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or ClaimClaim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and to the Borrower’s Knowledge, no neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances exist that could would reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. As of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law Laws so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Each Benefit Plan is in material compliance with applicable provisions of ERISA, the Code and other Requirements of Law and (y) Laws; there are no existing or pending (or or, to the Knowledge best knowledge of any Obligor or Subsidiary thereofthe Borrower, threatened) claims Claims (other than routine claims Claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation investigations involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or ClaimClaim which would result in a material liability. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to neither the Borrower’s Knowledge, no Borrower nor any of its ERISA Affiliates knows of any facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to fall below 60%% as of the most recent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which material obligations and liabilities (contingent or otherwise) remain outstandingoutstanding and, to the best knowledge of the Borrower, no ERISA Event could reasonably be expected to occur that would result in a material liability. No ERISA Affiliate would have any material Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, forth (as of the date hereofsuch schedule may be updated on any Bringdown Date), a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a prototype plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and Laws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or ClaimClaim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and to the Borrower’s Knowledge, no neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. As of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any Withdrawal Liability as a result Subsidiary has incurred any material obligation in connection with the termination of a complete or withdrawal from any Multiemployer Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary, as applicable, on the date this representation basis of actuarial assumptions, each of which is madereasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (bi) all Multiemployer Plans and Each Plan (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunderrelated trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code; (ii) each Plan that is intended to qualify for tax exempt status be qualified under Section 401 or 501 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code and such determination letter has not been revoked; (iii) no Reportable Event has occurred; (iv) no Plan has an Unfunded Current Liability; (v) no Plan that is subject to Section 412 of the Code or other Requirements Section 302 of Law so qualifies. Except ERISA has an accumulated funding deficiency, within the meaning of such sections of the Code or ERISA, or has applied for those or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (vi) neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any liability to or on account of a Multiemployer Plan pursuant to Section 515, 4201, 4204, or 4212 of ERISA; (vii) no proceedings have been instituted under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan that is subject to Title IV of ERISA; and (viii) no lien imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to arise on account of any Plan; except, with respect to clauses (iii)-(viii), to the extent any exceptions thereunder could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, . (xb) each Benefit Each Foreign Pension Plan is has been maintained in substantial compliance with applicable provisions of ERISA, its terms and with the Code and other Requirements of Law and (y) there are no existing or pending (or to the Knowledge requirements of any Obligor or Subsidiary thereofand all applicable laws, threatened) claims (other than routine claims for benefits statutes, rules, regulations and orders and has been maintained, where required, in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving good standing with applicable regulatory authorities. Neither Holdings nor any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise of its Subsidiaries has or could have an obligation or incurred any liability or Claim. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to the Borrower’s Knowledge, no facts or circumstances exist that could reasonably be expected expected, either individually or in the aggregate, to cause the funding target attainment percentage to fall below 60%. As of the date hereof, no ERISA Event has occurred have a Material Adverse Effect in connection with which obligations and liabilities (contingent the termination of or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Foreign Pension Plan that has not been accrued or otherwise properly reserved on Holdings’s or such Subsidiary’s balance sheet. With respect to each Foreign Pension Plan that is required by applicable local law or by its terms to be funded through a separate funding vehicle, the present value of the accrued benefit liabilities (whether or not vested) under each such Foreign Pension Plan, determined as of the latest valuation date for such Foreign Pension Plan on the date this representation basis of actuarial assumptions, each of which is madereasonable or utilized in accordance with applicable law, rule, or regulation, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities except to the extent that such underfunding could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, Plans and (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could notwould not reasonably be expected to have, in the aggregate, have a Material Adverse Effect, (xw) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and Law, (yx) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim, (y) no ERISA Event is reasonably expected to occur and, as of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding, and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. Borrower Parent and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to the Borrower’s Knowledge, no neither Parent nor any of its ERISA Affiliates knows of any facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to fall below 60%. As % as of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is mademost recent valuation date.

Pension Matters. Schedule 7.17 sets forthExcept as otherwise disclosed in SCHEDULE 6.33 hereto: A. Xxxxx xxx SABI have established employees' retirement plans ("Plans") which plans are listed on SCHEDULE 6.14. The assets of the Plans are held in trusts established under the Plans. The Plans have been funded in accordance with ERISA and reasonable actuarial assumptions, which actuarial assumptions are set forth in SCHEDULE 6.33. Such actuarial assumptions include factors relating to interest rates, mortality, rate of wage rate increases and employee turnover. B. The Plans are qualified under Section 401(a) of the Code, have been the subject of a favorable determination letter and have been administered and operated in accordance with their respective terms and in such a manner as to preserve such qualification. C. Neither the Seller nor Albex or SABI have engaged in or have knowledge of a transaction in connection with which Albex or SABI could be subject to either a civil penalty assessed pursuant to Section 502 of ERISA, a tax imposed by Section 4975 of the Code or liability for a breach of fiduciary responsibility under ERISX. D. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any of the Plans by the Seller or Albex or SABI. All premiums due and payable to the Pension Benefit Guaranty Corporation with respect to the Plans have been paid. The Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any of the Plans. No event has occurred, and there exists no condition or set of circumstances, which presents a risk of the termination of any Plan which could result in liability on the part of the Seller or Albex or SABI to the Pension Benefit Guaranty Corporation. E. The Plans do not have an accumulated funding deficiency. As used in this paragraph, the term "accumulated funding deficiency" shall have the meaning specified in Section 302 of ERISA and Sections 412 and 418(b) of the Code. In addition, the Plans have been funded and have met the minimum funding requirements based upon the actuarial assumptions contained in SCHEDULE 6.33, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to the Borrower’s Knowledge, no facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to fall below 60%. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV PlansExcept as would not, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Qualified Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law Laws so qualifies. Except for those that could would not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and Laws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofany of its Subsidiaries, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or ClaimClaim and (z) no ERISA Event is reasonably expected to occur. Except as would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As . (b) Neither Holdings nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the most recent valuation date for any Title IV Plan, the funding target attainment percentage U.K. Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in Section 430(d)(2) of the Code) is at least 60%U.K. Pension Schemes Act 1993); and, and to the Borrower’s Knowledge, no facts or circumstances exist that could save as would not reasonably be expected to cause have a Material Adverse Effect, neither Holdings nor any of its Subsidiaries is or has at any time in the funding target attainment percentage to fall below 60%. As last six years been "connected" with or an "associate" of (as those terms are used in sections 38 and 43 of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwiseU.K. Pensions Act 2004) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is madesuch an employer.