U.K. Pension Matters. (a) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, ensure that all pension schemes operated by or maintained for the benefit of the U.S. Borrower and the Subsidiaries and/or any of their respective employees are fully funded based on the minimum funding requirement under section 56 of the Pensions Xxx 0000 or the statutory funding objective under section 222 of the Pensions Xxx 0000 and that no action or omission is taken by any member of the Group in relation to such a pension scheme that has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the U.S. Borrower or any Subsidiary ceasing to employ any member of such a pension scheme).
(b) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, ensure that none of the U.S. Borrower or any Subsidiary is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme that is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) that has or is reasonably likely to have a Material Adverse Effect or is “connected” with or an “associate” of (as those terms are used in sections 39 or 43 of the Pensions Act 2004) such an employer.
(c) Deliver to the Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the U.S. Borrower), actuarial reports in relation to all pension schemes mentioned in paragraph (a) above.
(d) Promptly notify the Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in paragraph (a) above, paid or recommended to be paid (whether by the scheme actuary or otherwise) or required by law or otherwise.
U.K. Pension Matters. (a) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, ensure that all pension schemes operated by or maintained for the benefit of the U.S. Borrower and the Subsidiaries and/or any of their respective employees are fully funded based on the minimum funding requirement under Section 56 of the Pensions Xxx 0000 or the statutory funding objective under Section 222 of the Pensions Xxx 0000 or under any other applicable laws and that no action or omission is taken by any Subsidiary of the U.S. Borrower in relation to such a pension scheme that has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the U.S. Borrower or any Subsidiary ceasing to employ any member of such a pension scheme).
(b) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, ensure that none of the U.S. Borrower or any Subsidiary is or has been at any time an employer (for the purposes of Sections 38 to 51 of the U.K. Pensions Act 2004) of an occupational pension scheme that is not a money purchase scheme (both terms as defined in the U.K. Xxxxxxx Xxxxxxx Xxx 0000 or is “connected” with or an “associate” of (as those terms are used in Sections 39 or 43 of the Pensions Act 2004) such an employer.
U.K. Pension Matters. The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any Loan Party; or
U.K. Pension Matters. Except for the Caledonian Mining Company Limited No. 1 Retirement Benefits Scheme and the Caledonian Mining Company Limited No. 2
U.K. Pension Matters. (a) The Parent and the Borrower shall ensure that all pension schemes operated by or maintained for the benefit of the UK Subsidiary and its Subsidiaries and any of their employees are funded in accordance with the minimum funding requirement under Section 56 of the Pensions Xxx 0000 or the statutory funding objective under Section 222 of the UK Pensions Act and that no action or omission is taken by the UK Subsidiary or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the UK Subsidiary ceasing to employ any member of such a pension scheme).
(b) Except for the Caledonian Mining Company Limited No. 1 Retirement Benefits Scheme and the Caledonian Mining Company Limited No. 2 Retirement Benefits Scheme, the Parent and the Borrower shall ensure that neither the UK Subsidiary nor any of its Subsidiaries is or will become an employer (for the purposes of Sections 38 to 51 of the UK Pensions Act) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or "connected" with or an "associate" of (as those terms are under in Sections 39 or 43 of the UK Pensions Act) such an employer.
(c) The Parent, Borrower or UK Subsidiary shall deliver to the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the UK Subsidiary), actuarial reports in relation to all pension schemes mentioned in clause (a) above.
(d) The Parent, Borrower or UK Subsidiary shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
(e) The Parent, Borrower or UK Subsidiary shall immediately notify the Agent of any investigation or proposed investigation by the Pensions Regulator (that any of them become aware of) which may lead to the issue of a Financial Support Direction or a Contribution Notice to the UK Subsidiary.
(f) The Parent, Borrower or UK Subsidiary shall immediately notify the Agent if the UK Subsidiary receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.
U.K. Pension Matters. None of Parent, either Borrower or any other Subsidiary is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme that is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993), and none of Parent, either Borrower or any other Subsidiary is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 39 and 43 of the Pensions Act 2004) such an employer.
U.K. Pension Matters. Nordson shall at all times indemnify the Xxxxxxx Indemnified Parties, the Transferred Entities and any of their respective officers (together known as the “Indemnified Persons”) and keep them indemnified against any Losses which any of them may suffer or incur by reason of or in connection with:
(i) any of the Indemnified Persons being found liable to make any payment or contribution to or in respect of any of the Nordson UK Schemes;
(ii) any of the Indemnified Persons being the subject of any Contribution Notice or Financial Support Direction issued by the UK Pensions Regulator under section 38 or section 43 of the Pensions Xxx 0000 or to any other notice issued by the UK Pensions Regulator in accordance with its powers under the Pensions Xxx 0000, in relation to the Nordson UV RBS;
(iii) any of the Indemnified Persons being found liable to make any payment directly or indirectly upon or arising as a consequence of the decisions of the European Court of Justice in Xxxxxxxx v Dynamco Whichloe Macfarlane Limited [2002] or Xxxxxx & Others v South Bank University [2003]; or any grounds to make a claim against Nordson UV Limited or any of the Nordson UV Limited Pension Subsidiaries in respect of such right or entitlement;
(iv) Nordson UV Limited or any or all of the Nordson UV Limited Pension Subsidiaries being or having been principal employer or an Employer in relation to any Nordson UK Scheme;
(v) any amount failing to be treated as a debt due from any of Nordson UV Limited or any of the Nordson UV Limited Pension Subsidiaries in relation to the Nordson UK Schemes to the trustees of any such Nordson UK Scheme pursuant to section 75 or 75A of the Pensions Xxx 0000 (as amended) or any regulations made thereunder including, for the avoidance of doubt, any cessation expenses (within the meaning of the Employer Debt Regulations) which arise as a result of any Scheme Apportionment Arrangement as described in Section 8(j)(i) or otherwise; and
(vi) any claim made by a past or present employee or officer of Nordson UV Limited or any of the Nordson UV Limited Pension Subsidiaries on the grounds that he is entitled to pensions or life assurance benefits or contributions in respect of his employment with one or more of the Nordson UV Limited Pension Subsidiaries before the Closing Date.
U.K. Pension Matters. (i) Administrative Agent and Lenders acknowledge and agree that the provisions hereof relating to ERISA shall not apply to any UK Borrower.
(ii) The UK Borrower shall ensure that it is not an employer (for the purpose of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Act 2004) and that all pension schemes operated by the UK Borrower are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Xxx 0000.
(iii) Each UK Borrower shall promptly notify the Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in (ii) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
(iv) Each UK Borrower shall immediately notify the Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any member of the Group.
(v) Each UK Borrower shall immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. As used in this Section 8.1.11, the following terms shall have the following meanings:
U.K. Pension Matters. (1) The Sellers shall retain the U.K. Pension Plan and the past service pension liabilities for employees and former employees of the U.K. Company within the U.K. Pension Plan.
(2) The Buyer covenants and agrees that, except as may be required by applicable Law, it will not make any application or request or other submission of any kind in relation to the U.K. Pension Plan to the U.K. Pensions Regulator, without Parent’s prior written request or consent (and the Buyer acknowledges that, as of the date hereof, no such consent has been given and no such request has been made).
U.K. Pension Matters. (a) From the date of this Stock Purchase Agreement until Closing, Parent may at its option make an application (and may at any time withdraw or abandon such application) for clearance statements under sections 42 and 46 of the UK Pensions Act (the “Clearance Statements”) in relation to the Volvo Car UK Pension Scheme and the transactions under or referred to in the Transaction Documents and the Buyers’ associated financing of these transactions. If Parent elects not to make such an application or withdraws or abandons such application, Buyers may, at Buyers’ option, make or continue with such an application in favor of Buyers and such other Buyer Affiliates as shall be specified by Buyers, on the terms set out in this Section 5.20. The application for the Clearance Statements shall be: (i) in a form agreed between Parent and the Buyers;
