UK Pension Plan. No UK Domiciled Obligor is or has at any time been (1) an employer (as defined for the purposes of sections 38 to 51 of the Xxxxxxxx Xxx 0000(XX)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act (1993)(UK)) or (2) “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the Xxxxxxxx Xxx 0000(XX)) of such an employer.
UK Pension Plan. The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party; or
UK Pension Plan. (i) Each Loan Party shall ensure that all pension schemes registered in the UK, operated by, or maintained for the benefit of, it or its Restricted Subsidiaries or its Affiliates and/or any of their employees are fully funded based on the statutory funding objective under Section 222 of the UK Pensions Act 2004 or has in place a recovery plan that satisfies the requirements of Section 226 of the UK Pensions Act 2004 and that no action or omission is taken by any Loan Party or any of its Restricted Subsidiaries or Affiliates in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any Loan Party or any of its Restricted Subsidiaries or Affiliates ceasing to employ any active member of such a pension scheme).
UK Pension Plan. The Seller shall indemnify the Purchaser (for itself and as trustee for each other member of the Purchaser's Group) against any debt which may be treated as due, from any member of the Astra Tech Group or the Purchaser's Group to the Trustee of the AstraZeneca Pension Fund under s75 or s75A of the Pensions Xxx 0000.
UK Pension Plan. As soon as practicable after the date hereof, but no later than 30 days after the date hereof, Parent shall (or shall cause one of the Companies or the Subsidiaries to) (A) notify the trustees of the UK Defined Benefits Pension Scheme (the “UK Pension Plan”) of the transactions contemplated by this Agreement, (B) use its reasonable best efforts to obtain any relevant documentation that Buyer reasonably determines is necessary, including in respect of advice on the employer covenant, in relation to the UK Pension Plan and (C) provide Buyer, its Affiliates and its advisors with unrestricted access to the trustees of the UK Pension Plan. Parent will not agree to, and will cause the Companies and the Subsidiaries not to agree to, any actuarial valuation, recovery plan, statement of investment principles or schedule of contributions (as defined in Part 3 of the Pensions Act 2004) with respect to the UK Pension Plan without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Prior to the Closing, if the trustees of the UK Pension Plan consult with Parent, any Company or any Subsidiary in relation to the funding or investment of the UK Pension Plan, Parent shall, and shall cause such Company or Subsidiary to, notify Buyer as soon as practicable and shall enter into such consultation on the reasonable direction of Buyer. Parent shall not, and shall cause the Companies or Subsidiaries not to, take any action prior to the Closing which could result in the triggering of any guarantee to the UK Pension Plan all of which are separately identified as being a guarantee to the UK Pension Plan in Section 5.7(a)(iii) of the Disclosure Schedule together with their guaranteed amounts. In the event that any guarantee to the UK Pension Plan is triggered prior to the Closing, Parent shall indemnify and hold harmless Buyer against any amounts payable by any of the Companies or Subsidiaries in respect of any such guarantee to the UK Pension Plan. If a wind-up of the UK Pension Plan is triggered prior to the Closing, Parent shall indemnify and hold harmless Buyer against any amounts payable by any of the Companies or Subsidiaries to the UK Pension Plan.
UK Pension Plan. The parties hereto agree and acknowledge that the Sellers will be responsible, at their own cost, (i) for performance of the obligations of SGS UK and MCG under the pension provisions (the “Pension Provisions”) contained in Schedule 10 to the MCG Purchase Agreement, and (ii) for any funding obligation, deficiency or any other liability of SGS or MCG in relation to the MCG Graphics Pension Scheme (the “Pension Scheme”).
UK Pension Plan. (a) Effective as of the Closing Date, HBP shall cease to be a participating employer in the UK Pension Plan and shall have no liability to contribute to the UK Pension Plan. The Sellers shall either (i) procure that the trustees of the UK Pension Plan and the other participating employers in the UK Pension Plan shall enter into a flexible apportionment arrangement as envisaged by the Occupational Pension Schemes (Employer Debt) Regulations 2005 as amended with HBP (the “UK Flexible Apportionment Arrangement”), in a form reasonably satisfactory to the Purchaser under which the liability (if any) of HPB under section 75 or section 75A of the Pensions Xxx 0000 shall with effect from Closing be assumed by one or more of those other employers without any payment being made by HPB, or (ii) shall take such other steps as are necessary (and which the Purchaser shall be given opportunity to review and provide comments on prior to their taking effect) to ensure that HBP ceases to be an employer and former employer (as described in the said Employer Debt Regulations as amended) prior to Closing. (b) The Sellers shall indemnify the Purchaser and any of its Affiliates, the Companies and the Company Subsidiaries against any Loss actually suffered or incurred by the Purchaser, the Companies and the Company Subsidiaries or any person connected or associated (as determined in accordance with sections 38(10) and 51(3) of the Pensions Act 2004) with any of them, respectively, in connection with the UK Pension Plan including (i) any liability under section 75 or 75A of the Pensions Xxx 0000, (ii) any Loss directly or indirectly incurred by reason of the exercise or potential exercise by the UK Pension Regulator of its powers under sections 38 to 51 of the Pensions Xxx 0000, and (iii) any Loss arising from a claim by any Employee who is a Final Salary Link member as defined in the UK Pension Plan in respect of the termination of the final salary link at the Closing.
UK Pension Plan. (1) Parent, ProQuest UK Holdings and the US Company have entered into (and provided a copy to Buyer Parent) a Deed of Agreement dated December 7, 2006 (the “Deed”) with the trustees of Xxxx & Xxxxxx Limited 1971 Pension and Death Benefits Plan (the “UK Pension Plan”), which provides that the Parent will cause ProQuest UK Holdings to make a payment within three (3) days after the Closing to the UK Pension Plan calculated on a basis consistent with the requirements of FRS17 and as set forth in the letter attached to the Deed (the “UK Pension Underfunding”). Parent agrees that simultaneously with the Closing it shall cause ProQuest UK Holdings to make the UK Pension Underfunding payment.
UK Pension Plan. With respect to the defined benefit pension plan of Xxxxxx-Xxxxx Ltd. maintained or contributed to by the Company (the "UK Pension Plan"), Seller shall pay on the Closing Date to Buyer the sum of (Pound Sterling) 2.1 million in respect of agreements reached between Seller and Buyer concerning the UK Pension Plan and on or after the Closing Date, Buyer shall assume and become the sponsor of the UK Pension Plan and have responsibility for all liabilities, obligations and costs arising out of or in connection with the UK Pension Plan.
UK Pension Plan an occupational pension scheme which is not a money purchase scheme (each as defined in Section 181 of the Xxxxxxx Xxxxxxx Xxx 0000 (UK)) and any other pension plan maintained or contributed to by, or to which there is or may be an obligation to contribute by any Obligor in respect of its UK employees or former employees.
