Common use of THE PURCHASER'S SCHEME Clause in Contracts

THE PURCHASER'S SCHEME. (A) The Purchaser to nominate a pension scheme and offer membership The Purchaser shall procure that: (i) before the Transfer Date it will nominate a contracted-out retirement benefits scheme: (a) which Xxxxxxxx Refractories Limited will have established (or become a party to) with effect from a date no later than the Transfer Date; (b) which is approved or is capable of approval as an exempt approved scheme; and (c) to which the Seller's Scheme can make a transfer payment without prejudicing approval of the Seller's Scheme as an exempt approved scheme; (ii) such of the Pensionable Employees as have not ceased to be in the employment of the Company or any UK Subsidiary or attained Pensionable Age in the Seller's Scheme at the Transfer Date and who remain active members of the Seller's Scheme will be offered membership of the Purchaser's Scheme with effect from the Transfer Date; and (iii) the offer to be made pursuant to paragraph 3(A)(ii) will not be conditional upon the Pensionable Employee agreeing to transfer his benefits in respect of past service to the Purchaser's Scheme, (B) Tax approval and contracting-out matters relating to the Purchaser's Scheme The Purchaser shall use all reasonable endeavours to procure by the date defined in paragraph (a) of the definition of Payment Date: (i) that the Purchaser's Scheme is an exempt approved scheme or that the Commissioners of Inland Revenue have specifically approved the transfer of the Transfer Amount from the Seller's Scheme to the Purchaser's Scheme; and (ii) that Xxxxxxxx Refractories Limited holds or is named in a contracting-out certificate in relation to the Purchaser's Scheme. (C) Compliance with statute and schedule by Purchaser and financial matters relating to the Purchaser's Scheme The Purchaser shall procure by the Condition Satisfaction Date that the Purchaser and the Purchaser's Scheme will enter into an agreement under seal with the Seller and the Seller's Scheme in such form as the Seller may reasonably require under which the Purchaser's Scheme: (a) agrees to accept the Transfer Amount in full and final settlement of all claims against the Seller's Scheme in respect of the Transferring Employees; (b) agrees to provide benefits to the Transferring Employees in accordance with paragraph 7 and the announcement made to the Transferring Employees; and (c) agrees to comply with the applicable requirements of the Commissioners of the Inland Revenue, the relevant preservation requirements of the Xxxxxxx Xxxxxxx Xxx 0000 and contracting-out requirements of that Act and the relevant provisions of clause 9.03 of the Rules of the Seller's Scheme; and

THE PURCHASER'S SCHEME. (A) The Purchaser to nominate a pension scheme and offer membership 3.1 The Purchaser shall procure that: (i) at least two months before the Pension Transfer Date it will establish or nominate a contracted-out retirement benefits scheme: (a) scheme or other appropriate arrangement which Xxxxxxxx Refractories Limited will have established (or become a party to) with effect from a date no later than the Transfer Date; (b) which is approved has or is capable of approval having Approval and to which the GEC Plan can make a transfer of assets without prejudicing Approval of the GEC Plan. 3.2 Subject to paragraph 3.4 the Purchaser shall procure that the Purchaser's Scheme shall provide in respect of the pensionable service of those Active Members who are participating in the GEC Plan immediately prior to the Pension Transfer Date under the Purchaser's Scheme on or after the Pension Transfer Date benefits on a defined contribution basis (including pension, lump sum death in service and enhanced ill health benefits (including PHI)), in respect of which the relevant employers shall contribute a minimum of 7.1 per cent. of the said Active Members pensionable salaries per annum (to include the costs of administering the Purchaser's Scheme) in addition to the payment by the relevant employers of the full rate National Insurance Contributions to provide the SERPS pension on a contracted-in basis or its equivalent. Actual minimum rates per member may vary whether on an age related basis or otherwise in such manner as the Purchaser's Actuary and the GEC Actuary may agree (such agreement not to be unreasonably withheld). 3.3 The Purchaser shall use all its reasonable endeavours to procure that (with such assistance of GEC, where reasonably required) at least 14 days before the Pension Transfer Date: (A) the Purchaser's Scheme will be (or remain) approved by the pension schemes office of Inland Revenue as an exempt exempt-approved schemeor approved scheme for the purposes of Chapter I or Chapter IV of Part XIV of ICTA; (B) the Purchaser's Scheme will be approved by the pension schemes office of the Inland Revenue for the purpose of receiving the transfer hereunder from the GEC Plan; (C) the Purchaser's Scheme has been established (where appropriate) in conformity with the preservation requirements of the Pension Schemes Act 1993 and will recognise GEC Plan Pensionable Service of Active Members as linked qualifying service; and (cD) the Purchaser's Actuary has delivered a certificate addressed to which GEC and to the Seller's Scheme can make a transfer payment without prejudicing approval of the Seller's Scheme GEC Plan in such terms as an exempt approved scheme; (ii) such of the Pensionable Employees as have not ceased to be in the employment of the Company or any UK Subsidiary or attained Pensionable Age in the Seller's Scheme GEC may require confirming that at the Transfer Date and who remain active members of date the Seller's Scheme will be offered membership certificate is 115 given the terms of the Purchaser's Scheme provide for benefits complying with effect from paragraphs 3.2 and 4.1 of Part A of this Schedule. 3.4 Where after the date of the Agreement but before the Pension Transfer Date; and (iii) Date the offer to be made pursuant to paragraph 3(A)(ii) will not be conditional upon future service benefits for the Pensionable Employee agreeing to transfer his Active Members are altered by the substitution of alternative benefits in respect of past service to or an alternative scheme for the GEC Plan so that the long term normal employer contribution rate is reduced below 7.1% then the reduced rate as calculated by the GEC Actuary and agreed by the Purchaser's Scheme, (B) Tax approval and contracting-out matters relating to Actuary shall be substituted for the Purchaser's Scheme The Purchaser shall use all reasonable endeavours to procure by the date defined 7.1% figure in paragraph (a) of the definition of Payment Date: (i) that the Purchaser's Scheme is an exempt approved scheme or that the Commissioners of Inland Revenue have specifically approved the transfer of the Transfer Amount from the Seller's Scheme to the Purchaser's Scheme; and (ii) that Xxxxxxxx Refractories Limited holds or is named in a contracting-out certificate in relation to the Purchaser's Schemeclause 3.2 above . (C) Compliance with statute and schedule by Purchaser and financial matters relating to the Purchaser's Scheme The Purchaser shall procure by the Condition Satisfaction Date that the Purchaser and the Purchaser's Scheme will enter into an agreement under seal with the Seller and the Seller's Scheme in such form as the Seller may reasonably require under which the Purchaser's Scheme: (a) agrees to accept the Transfer Amount in full and final settlement of all claims against the Seller's Scheme in respect of the Transferring Employees; (b) agrees to provide benefits to the Transferring Employees in accordance with paragraph 7 and the announcement made to the Transferring Employees; and (c) agrees to comply with the applicable requirements of the Commissioners of the Inland Revenue, the relevant preservation requirements of the Xxxxxxx Xxxxxxx Xxx 0000 and contracting-out requirements of that Act and the relevant provisions of clause 9.03 of the Rules of the Seller's Scheme; and

THE PURCHASER'S SCHEME. (A) The Purchaser to nominate will establish the Purchaser's Scheme (if not already established) on or before the Pension Transfer Date and will continue the Purchaser's Scheme in full force and effect for a pension scheme and offer membership period of at least two years from that date. (B) The Purchaser shall will use all reasonable endeavours to ensure that the Purchaser's Scheme is approved by the Inland Revenue under Chapter I or Chapter IV of Part XIV of the Income and Corporation Taxes Act 1988 on or as soon as practicable after the Pension Transfer Date, and will procure thatthat the trustees of the Purchaser's Scheme (if it is a retirement benefits scheme) do the same. (C) The Purchaser will procure that each Relevant Employee then employed by the Relevant Companies will be invited: (i) at least eight weeks before the Pension Transfer Date it will nominate a contracted-out retirement benefits scheme: (a) which Xxxxxxxx Refractories Limited will have established (or Date, to become a party to) with effect from a date no later than the Transfer Date; (b) which is approved or is capable of approval as an exempt approved scheme; and (c) to which the Seller's Scheme can make a transfer payment without prejudicing approval of the Seller's Scheme as an exempt approved scheme; (ii) such of the Pensionable Employees as have not ceased to be in the employment of the Company or any UK Subsidiary or attained Pensionable Age in the Seller's Scheme at the Transfer Date and who remain active members of the Seller's Scheme will be offered membership member of the Purchaser's Scheme with effect from the Pension Transfer Date; and (iiiii) at least eight weeks before, or (if the offer Seller's Actuary is required under 4(B) below to be made pursuant to paragraph 3(A)(iiidentify individual figures) will not be conditional upon as soon as reasonably practicable after, the Pensionable Employee agreeing to transfer his benefits in respect of past service Pension Transfer Date, (subject to the Purchaser's Scheme, Relevant Employee accepting the invitation under (Bi) Tax approval and contracting-out matters relating above) to take a transfer of a sum from LGPT to the Purchaser's Scheme in accordance with this Schedule in place of all the benefits payable in respect of his or her membership of the LGPT. The invitation will be in a form previously agreed by the Seller (such agreement not to be unreasonably withheld or delayed). (D) The Purchaser shall use all reasonable endeavours to will procure by that, as at the date defined Pension Transfer Date, the Purchaser's Scheme will provide benefits in paragraph respect of service after the Pension Transfer Date for the Relevant Employees who accept the invitation under (aC)(i) above such that the overall remuneration for each category of Relevant Employees is in the opinion of the definition of Payment DatePurchaser's Actuary broadly comparable overall with the overall remuneration before Completion, taking into account: (i) any State pensions also payable; (ii) any employee contributions; (iii) any other employee benefits provided. For this purpose the Relevant Employees are divided into the following "categories": members of LPF, members of the EGS Pension Fund, and members of LRP. (E) Subject to the payment of the Transfer Amount, the Purchaser will procure that the Purchaser's Scheme is will provide for and in respect of each Transferring Employee benefits in respect of pensionable service in LGPT before the Pension Transfer Date which, in the opinion of the Purchaser's Actuary, are at least equal in value to the benefits that would have been provided for or in respect of the member under LGPT in respect of pensionable service before the Pension Transfer Date if the employee had remained an exempt approved scheme active member of LGPT up to the date of retirement, death or leaving service. (F) Subject to payment of the Transfer Amount, the Purchaser will procure that the Commissioners Purchaser's Scheme assumes the liabilities of Inland Revenue have specifically approved the transfer EGS Pension Fund under the Xxxxxxx Xxxxxxx Xxx 0000 in respect of the contracted-out employment of each Transferring Employee. (G) The Purchaser will, if so requested by the trustees of LGPT, undertake and procure that the other Relevant Companies and the trustees of the Purchaser's Scheme if appropriate shall on payment of the Transfer Amount from the Seller's Scheme to the Purchaser's Scheme; and (ii) that Xxxxxxxx Refractories Limited holds or is named in a contracting-out certificate in relation to the Purchaser's Scheme. (C) Compliance with statute and schedule by Purchaser and financial matters relating to the Purchaser's Scheme The Purchaser shall procure by the Condition Satisfaction Date that the Purchaser and the Purchaser's Scheme will enter into an agreement under seal undertake direct with the Seller and the Seller's Scheme trustees of LGPT in such form as the Seller may reasonably require under which terms of paragraphs (D) to (F) above. (H) The Purchaser will not, and will procure that no company in the Purchaser's Scheme: (a) agrees Group will, encourage or initiate any legal action or provide financial assistance for the purpose of requiring the trustees of LGPT to accept pay a larger amount than the Transfer Amount in full and final settlement of all claims against the Seller's Scheme plus transfer payments in respect of the Transferring Employees; (b) agrees to provide benefits to the Transferring Employees in accordance with paragraph 7 and the announcement made to the Transferring Employees; and (c) agrees to comply with the applicable requirements of the Commissioners of the Inland Revenue, the relevant preservation requirements of the Xxxxxxx Xxxxxxx Xxx 0000 and contracting-out requirements of that Act and the relevant provisions of clause 9.03 of the Rules of the Seller's Scheme; andMoney Purchase Benefits.

THE PURCHASER'S SCHEME. (A) 3.1 The Purchaser to Purchasers will establish or nominate a pension scheme and offer membership The Purchaser shall procure that: (i) the Purchasers' Scheme before the Transfer Date it will nominate a contracted-out retirement benefits scheme: (a) which Xxxxxxxx Refractories Limited will have established (or become a party to) with effect from a date no later than the Transfer Date; (b) which is approved or is capable of approval as an exempt approved scheme; and (c) to which the Seller's Scheme can make a transfer payment without prejudicing approval of the Seller's Scheme as an exempt approved scheme; (ii) such of the Pensionable Employees as have not ceased to be in the employment of the Company or any UK Subsidiary or attained Pensionable Age in the Seller's Scheme at the Pension Transfer Date and will procure that the Participating Company will participate in the Purchasers' Scheme. All Relevant Employees then employed by the Participating Company who remain active have not attained normal pension date will be invited to become members of the Seller's Scheme will be offered membership of the Purchaser's Purchasers' Scheme with effect from the Pension Transfer Date; and. The Purchasers' Scheme shall remain in full force and effect for at least the remainder of the Future Period. (iii) the offer to be made pursuant to paragraph 3(A)(ii) will not be conditional upon the Pensionable Employee agreeing to transfer his 3.2 The Purchasers' Scheme shall provide benefits in respect of past service to the Purchaser's Scheme, (B) Tax approval accordance with paragraphs 3.3 and contracting-out matters relating to the Purchaser's Scheme The Purchaser shall use all reasonable endeavours to procure by the date defined in paragraph (a) of the definition of Payment Date: (i) that the Purchaser's Scheme is an exempt approved scheme or that the Commissioners of Inland Revenue have specifically approved the transfer of the Transfer Amount from the Seller's Scheme to the Purchaser's Scheme; and (ii) that Xxxxxxxx Refractories Limited holds or is named in a contracting-out certificate in relation to the Purchaser's Scheme. (C) Compliance with statute 3.4 and schedule by Purchaser and financial matters relating to the Purchaser's Scheme The Purchaser shall procure by the Condition Satisfaction Date that the Purchaser and the Purchaser's Scheme will enter into an agreement under seal with the Seller and the Seller's Scheme in such form as the Seller may reasonably require under which the Purchaser's Scheme:shall:- (a) agrees be a final salary scheme, designed to accept the Transfer Amount in full and final settlement be approved under Chapter I of all claims against the Seller's Scheme in respect Part XIV of the Transferring Employees;ICTA or capable of such approval; and/or (b) agrees be a money purchase scheme, designed to provide benefits to be approved under Chapter I or Chapter IV of Part XIV of ICTA and be either (i) a contracted-out scheme for the Transferring Employees in accordance with paragraph 7 and the announcement made to the Transferring Employees; and (cpurposes of Section 9(3) agrees to comply with the applicable requirements of the Commissioners of the Inland Revenue, the relevant preservation requirements of the Xxxxxxx Xxxxxxx Xxx 0000 or (ii) an appropriate scheme for the purposes of Part III of the Xxxxxxx Xxxxxxx Xxx 0000; and contractingthe Purchasers will use their reasonable endeavours to procure that the Purchasers' Scheme accepts the transfer to the Purchasers' Scheme of the accrued rights of the Transferring Employees including the liabilities of the Sellers' Scheme under the Xxxxxxx Xxxxxxx Xxx 0000 in respect of the contracted-out requirements service of that Act and each Transferring Employee. For the relevant provisions avoidance of clause 9.03 doubt, if the Purchasers' Scheme is a final salary scheme which is not a contracted-out scheme for the purposes of Section 9(2B) of the Rules Xxxxxxx Xxxxxxx Xxx 0000 the Purchasers will also establish or nominate a money purchase scheme as set out in (b) above. 3.3 Subject to receipt of the SellerTransfer Amount, the Purchasers will procure that (a) where the Purchasers' Scheme is of a type described in paragraph 3.2(a), the Purchasers' Scheme will provide for and in respect of each Transferring Employee benefits in respect of Pensionable Service in the Sellers' Scheme before the Pension Transfer Date which, in the opinion of the Purchasers' Actuary, are broadly equivalent in value calculated on the assumptions in the Actuary's SchemeLetter (such calculations to be verified by the Sellers' Actuary) to the benefits that would have been provided for and in respect of the member under the Sellers' Scheme in respect of Pensionable Service before the Pension Transfer Date if the member had remained in service as a member of the Sellers' Scheme up to the date of retirement, death or leaving service; andor (b) where the Purchasers' Scheme is of a type described in paragraph 3.2(b), the proportion of the Transfer Amount applicable to each Transferring Employee is credited to that Transferring Employee's account in the Purchasers' Scheme without any deduction for expenses (other than reasonable ongoing investment management expenses).