Common use of PENSIONS AND OTHER BENEFITS Clause in Contracts

PENSIONS AND OTHER BENEFITS. 17.1 Save in respect of The Plan, the Group Companies have no obligation (whether legally binding or not) to provide "relevant benefits" (within the meaning of Section 612 ICTA 1988) to, or in respect of any person who is now or has been an officer or employee of any Group Company or spouse or dependant of such officer or employee; 17.2 Full and accurate details and particulars of The Plan have been disclosed in the Disclosure Letter together with accurate, up-to-date and complete copies of all documents relating to The Plan including a list of investments held for The Plan and there is no obligation to provide benefits under The Plan other than as revealed in such documents and particulars; 17.3 The Plan is an "exempt approved scheme" (within the meaning of Chapter I of Part XIV ICTA 1988) and, to the best of the Vendor's knowledge and awareness, there is no reason why approval of the Board of Inland Revenue should be withdrawn; 17.4 Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in Xxxxxxx 000 Xxxxxxx Xxxxxxx Xxx 0000. No person who is now or has been an officer or employee has been promised that he or his dependants will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 17.5 During the Vendor's period of ownership of the Companies, the provisions of The Plan has never discriminated between male and female members. 17.6 All premiums payable under contracts of insurance relating to payment of benefits on death before normal pension age in respect of any officer or employee of any Group Company have been paid and all contributions to, and expenses of, The Plan which have fallen due for payment have been paid. 17.7 Except as fairly disclosed in the Disclosure Letter, there is no dispute with regard to the benefits payable under The Plan or any other payments or benefits referred to in paragraph 17.1. Except as fairly disclosed in the Disclosure Letter, no legal proceedings in connection with The Plan are pending, threatened or expected nor is there any fact or circumstance likely to give rise to any such proceedings. 17.8 The Plan has at all times complied with and been administered in accordance with the provisions governing it and all applicable laws, regulations and requirements, including the requirements of the Inland Revenue for continued approval as an exempt approved scheme, and of trust law. 17.9 The Group Companies have at all times complied with all the provisions of The Plan which apply to it. 17.10 The Plan is not a contracted out plan within the meaning of the Xxxxxxx Xxxxxxx Xxx 0000.

PENSIONS AND OTHER BENEFITS. 17.1 15.1 PENSION ARRANGEMENTS Save in respect of The Plan, the Group Companies have no obligation (whether legally binding or not) to provide "relevant benefits" (within the meaning of Section 612 ICTA 1988) to, or in respect of any person who is now or has been an officer or employee of any Group Company or spouse or dependant of such officer or employee; 17.2 Full and accurate details and particulars of The Plan have been disclosed in the Disclosure Letter together with accurate, up-to-date and complete copies of all documents relating to The Plan including a list of investments held for The Plan and there is no obligation to provide benefits under The Plan other than as revealed in such documents and particulars; 17.3 The Plan is an "exempt approved scheme" (within the meaning of Chapter I of Part XIV ICTA 1988) and, to the best of the Vendor's knowledge and awareness, there is no reason why approval of the Board of Inland Revenue should be withdrawn; 17.4 Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in Xxxxxxx 000 Xxxxxxx Xxxxxxx Xxx 0000. No person who is now or has been an officer or employee has been promised that he or his dependants will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 17.5 During the Vendor's period of ownership of the Companies, the provisions of The Plan has never discriminated between male and female members. 17.6 All premiums payable under contracts of insurance relating to payment of benefits on death before normal pension age in respect of any officer or employee of any Group Company have been paid and all contributions to, and expenses of, The Plan which have fallen due for payment have been paid. 17.7 Except as fairly disclosed set out in the Disclosure Letter, there are no agreements in operation for the provision of, or payment of contribution towards, any pensions, allowances, lump sums or other like benefits on, or after, retirement or death or during periods of sickness or disablement for the benefit of any past or present officer, director or employee of a Group Company or his dependants, nor has any proposal been announced to establish any such agreement. 15.2 The Micromass Pension Scheme (the "Disclosed Scheme") is an exempt approved scheme and has been with effect from 14 June 1996 within the meaning of section 592(1) Taxes Act and the Managers know of no dispute with regard reason why such approval might be withdrawn or cease to apply. In addition to lump sum death in service benefits the Disclosed Scheme provides only money purchase benefits (as defined in section 181 of the Pension Schemes Act 1993) and no promise or assurance (oral or written) has been given to any beneficiary that his or her benefits under that scheme (other than lump sum death in service benefits) will be calculated by reference to any person's remuneration or equate (approximately or exactly) to any particular amount. All death benefits payable under The Plan or any the Disclosed Scheme (other payments or benefits referred than a refund of members' contributions with interest where appropriate) are fully insured with an insurance company authorised to in paragraph 17.1. Except as fairly disclosed in carry on long-term insurance business under the Disclosure Letter, no legal proceedings in connection with The Plan are pending, threatened or expected nor is there any fact or circumstance likely to give rise to any such proceedingsInsurance Companies Xxx 0000. 17.8 The Plan 15.3 All contributions to the Disclosed Scheme have been duly made. 15.4 A contracting-out certificate under the Xxxxxxx Xxxxxx Xxx 0000 is in force covering the employments of all employees or officers of all participating companies who are members of the Disclosed Scheme and the Managers know of no circumstance which might cause such certificate to be withdrawn or cease to apply. 15.5 So far as the Managers are aware the Disclosed Scheme has at all times complied with and been administered in accordance with the provisions of its governing it documentation and so far as the Managers are aware the Disclosed Scheme has been administered in accordance with and complies with all applicable laws, regulations and requirements, including legislation. 15.6 Other than routine claims for benefits the requirements Managers are not aware that any material claim has been made or threatened in writing against the trustees or administrator of the Inland Revenue for continued approval as Disclosed Scheme or any company participating therein or against any person whom an exempt approved scheme, Group Company is or may be liable to indemnify or compensate in respect of any act event omission or other matter arising out to or in connection with the Disclosed Scheme and of trust law. 17.9 The the Group Companies have at all times complied with all the provisions of The Plan which apply to it. 17.10 The Plan Company is not a contracted out plan within the meaning aware of the Xxxxxxx Xxxxxxx Xxx 0000any circumstances which may give rise to any such claim.

PENSIONS AND OTHER BENEFITS. 17.1 Save 8.1 In this paragraph 8, in respect of The Planaddition to the words and expressions defined in clause 1.1, the Group Companies following words and expressions shall have the following meanings: "Pension Schemes" the group personal pension schemes maintained and operated by Standard Life and Prudential and the stakeholder pension scheme maintained and operated by Standard Life. 8.2 Except for the Pension Schemes, there is not in operation (and no proposal has been announced to enter into or establish) any plan, scheme, agreement, arrangement, custom or practice, obligation or commitment (whether legally binding or not) for the payment or provision of (or for the payment of any contribution towards), any pensions, superannuation allowances, life assurance benefits or other like benefits payable on retirement, death, termination of employment (whether voluntary or not) or during periods of sickness or disablement for the benefit of any of the employees (or former employees) of any Group Company or their dependants and nothing has been done to provide create a reasonable expectation that any such payments, provision or contributions will be made. No Group Company has participated in or contributed towards any former scheme or arrangement which has, as its purpose or one of its main purposes, the provision of "relevant benefits" (within the meaning of Section 612 ICTA 1988section 393B of the Income Tax (Earnings and Pxxxxxxx) toXxx 0000 (ignoring the exemption contained in that section) including the making or any payment of contributions to or remunerations specifically referable to contributions to any personal pension scheme, stakeholder pension scheme, retirement annuity contract or similar arrangement ("Relevant Benefits") in respect of which there is any residual liability. 8.3 Details of the Pension Schemes, including copies of all documents that govern the Pension Schemes, a list of current members and details of the rate at which and the basis upon which any Group Company currently contributes to each Pension Scheme, are included in the Disclosure Letter and/or the documents in the Data Room. 8.4 Save for any lump sum death in service benefits, all benefits payable or prospectively or contingently payable under the Pension Schemes are "money purchase benefits" within the meaning of section 181(1) of the Pxxxxxx Xxxxxxx Xxx 0000 and no promise or assurances (oral or written) has been given to any person that his or her benefits under the Pension Schemes (other than lump sum death in service benefits) will be calculated by reference to a person's remuneration or equate (approximately or exactly) to any particular amount. 8.5 All contributions to the Pension Schemes which have fallen due for payment to or in respect of the Pension Schemes prior to the date of this agreement have been paid to the trustees or managers of the Pension Schemes within any applicable prescribed period under the Pensions Axx 0000, the Pensions Axx 0000 and the Pension Schemes governing documentation. The contribution rates fairly disclosed to the Buyer in the documents contained in the Data Room are the current rates applicable. 8.6 With effect from 8 October 2001, each Group Company has complied at all times with its obligation to designate and provide access to a stakeholder pension scheme for all of its "relevant employees" (as defined in the Welfare Reform and Pensions Act 1999 (as amended) and there is no failure on the part of any Group Company with its obligations in relation to any designated stakeholder pension scheme which could give rise to the imposition of a fine by the Pensions Regulator. 8.7 No Group Company has proposed, and will not before Completion make or propose, any voluntary or ex-gratia payments of Relevant Benefits to or in respect of any person who and is now not due to make any such payments in the future. 8.8 No undertaking or assurance (whether legally binding or not) has been an officer given, or employee of will before Completion be given, by any Group Company to any person as to the introduction, continuance, increase or spouse improvement of any Relevant Benefits. 8.9 No discrimination by reason of sex, disability, sexual orientation or dependant of such officer marital status is occurring or employee; 17.2 Full and accurate details and particulars of The Plan have been disclosed has occurred in the Disclosure Letter together provision of Relevant Benefits to or in respect of any Director, Employee or Worker. 8.10 The Pension Schemes have at all times complied with accurate, up-to-date the Employment Equality (Age) Regulations 2006 (as amended). 8.11 All death benefits which may be payable are fully insured with an insurance company authorised under the Financial Services and complete copies of all documents relating Markets Axx 0000 to The Plan including a list of investments held for The Plan carry on long term insurance business. All policies and contracts under which such benefits are insured are enforceable and there is no obligation ground on which the insurance company concerned might avoid liability under such policy or contract. Each member and beneficiary has been covered for such insurance by such insurance company at its normal rates and on its normal terms for persons in good health. There is no person insured under any of the Pension Schemes who is not eligible to be so and the trustees of the relevant schemes are able to provide benefits under The Plan other than as revealed in such documents and particulars; 17.3 The Plan is an "exempt approved scheme" (within the meaning of Chapter I of Part XIV ICTA 1988) and, to the best cover without contravening section 255 of the Vendor's knowledge and awareness, there is no reason why approval of the Board of Inland Revenue should be withdrawn; 17.4 Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in Xxxxxxx 000 Xxxxxxx Xxxxxxx Xxx Pensions Axx 0000. No person who is now or has been an officer or employee has been promised that he or his dependants will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 17.5 During 8.12 Neither the Vendor's period of ownership of the Companies, the provisions of The Plan has never discriminated between male and female members. 17.6 All premiums payable under contracts of insurance relating to payment of benefits on death before normal pension age in respect of any officer or employee of Pension Schemes nor any Group Company have been paid and all contributions tois engaged or involved in any complaints, and expenses of, The Plan disputes or proceedings which have fallen due for payment have been paid. 17.7 Except as fairly disclosed in the Disclosure Letter, there is no dispute with regard relate to the benefits payable under The Plan or any other payments or benefits referred to in paragraph 17.1. Except as fairly disclosed in the Disclosure Letter, no legal proceedings are in connection with The Plan the Pension Schemes or the benefits they provide and, so far as the Principal Shareholders are pendingaware, threatened there are no facts or expected nor is there any fact or circumstance circumstances likely to give rise to any such proceedings. 17.8 The Plan 8.13 No person has at all times complied with and been administered had his or her contract or employment transferred to a Group Company from another employer in accordance with circumstances where the provisions governing it and all applicable laws, regulations and requirements, including Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) or the requirements Transfer of the Inland Revenue for continued approval as an exempt approved scheme, and of trust lawEmployment (Pension Protection) Regulations 2005 applied. 17.9 The Group Companies have at all times complied with all the provisions of The Plan which apply to it. 17.10 The Plan is not a contracted out plan within the meaning of the Xxxxxxx Xxxxxxx Xxx 0000.

PENSIONS AND OTHER BENEFITS. In these Pension Warranties, defined terms not appearing in clause 1 (interpretation) of this Agreement shall be interpreted in accordance with defined terms appearing in paragraph 1 (interpretation) of Schedule 5 (pension arrangements) to this Agreement. 17.1 Save AES neither operates nor is a participant in respect of The Plan, any pension arrangements other than the Group Companies have Pension Schemes. It has no legal or moral obligation (whether legally binding or not) to provide "relevant benefits" (within the meaning of Section 612 ICTA 1988section 612(l) toof the Taxes Act other than under the Pension Schemes. Further, AES does not operate or participate in or have any legal or moral obligation to contribute to any permanent health insurance, private health provision, accident benefit or any other ancillary schemes. 17.2 Each of the Pension Schemes is an exempt approved scheme within section 592(l) of the Taxes Act. The AES Seller is not aware of any matter which could result in the withdrawal of that approval. 17.3 Each of the Pension Schemes is a contracted-out scheme for the purposes of Part III of the Pensxxx Xxxxxxx Xxx 0000. Xxe AES Seller is not aware Of any matter which could result in its contracted-out status being withdrawn. 17.4 All contributions payable by AES and all contributions due from members to the Pension Schemes have been made at the rate stipulated by the Actuary to the Pension Schemes in the most recent actuarial investigation of each of the Pension Schemes. 17.5 AES has so far as the AES Seller is aware fulfilled all its obligations under the Pension Schemes. 17.6 True copies of the Trust Deeds and Rules and ancillary deeds of each of the Pension Schemes have been delivered to the Buyer together with true copies of all relevant explanatory booklets, announcements and other communications to employees relating to the Pension Schemes. 17.7 Each of the Pension Schemes is governed solely by these deeds and documents which have been properly and validly brought into effect. AES has so far as the AES Seller is aware no obligation to either of the Pension Schemes in respect of any person who present or former employees or directors other than under these deeds and documents. 17.8 True copies of the last actuarial report on each of the Pension Schemes the relevant extracts from AES's latest statutory accounts in respect of the application of SSAP 24 and the latest accounts of each of the Pension Schemes and the cost of providing any ancillary benefits described in warranty 1 have been delivered to the AES Buyer. 17.9 There is now no investigation in progress or pending either by the Occupational Pensions Regulatory Authority ("OPRA") into either of the Pension Schemes and/or the benefits provided under it or by the Pensions Ombudsman concerning any employee of AES. 17.10 No claim has been an officer made against AES the respective trustees or employee of any Group Company or spouse or dependant of such officer or employee; 17.2 Full and accurate details and particulars of The Plan have been disclosed in the Disclosure Letter together with accurate, up-to-date and complete copies of all documents relating to The Plan including a list of investments held for The Plan and there is no obligation to provide benefits under The Plan other than as revealed in such documents and particulars; 17.3 The Plan is an "exempt approved scheme" (within the meaning of Chapter I of Part XIV ICTA 1988) and, to the best administrator of the Vendor's knowledge and awareness, there Pension Schemes or against any other person whom AES is no reason why approval of the Board of Inland Revenue should or may be withdrawn; 17.4 Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in Xxxxxxx 000 Xxxxxxx Xxxxxxx Xxx 0000. No person who is now liable to compensate or has been an officer or employee has been promised that he or his dependants will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 17.5 During the Vendor's period of ownership of the Companies, the provisions of The Plan has never discriminated between male and female members. 17.6 All premiums payable under contracts of insurance relating to payment of benefits on death before normal pension age indemnify in respect of any officer act, omission or employee other matter concerning the Pension Schemes. 17.11 The Company has never participated in an occupational pension scheme which has been closed to new members. 17.12 All actuarial, consultancy, legal and other fees charges or expenses in respect of any Group Company have been paid and all contributions to, and expenses of, The Plan which have fallen due for payment the Pension Schemes payable by AES have been paid. 17.7 Except 17.13 So far as fairly disclosed in the Disclosure Letter, AES Seller is aware there is are no dispute with regard retrospective contributions due from AES to the benefits payable under The Plan or any other payments or benefits referred to in paragraph 17.1. Except as fairly disclosed in the Disclosure Letter, no legal proceedings in connection with The Plan are pending, threatened or expected nor is there any fact or circumstance likely to give rise to any such proceedingsPension Schemes. 17.8 The Plan has at all times complied with and been administered in accordance with the provisions governing it and all applicable laws, regulations and requirements, including the requirements of the Inland Revenue for continued approval as an exempt approved scheme, and of trust law. 17.9 The Group Companies have at all times complied with all the provisions of The Plan which apply to it. 17.10 The Plan is not a contracted out plan within the meaning of the Xxxxxxx Xxxxxxx Xxx 0000.