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. (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).
(ii) Except in relation to the UK Pension Scheme, each Loan Party shall ensure that (A) neither it nor any of its Restricted Subsidiaries or Affiliates is at any time an employer (for the purposes of Sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993), or is “connected” with or an “associate” of (as those terms are used in Sections 38 and 43 of the UK Pensions Act 2004) such an employer and (B) no Person who becomes a Restricted Subsidiary or Affiliate of a Loan Party after the date of this Agreement, was formerly an employer (for the purposes of Sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or was formerly “connected” with or an “associate” of (as those terms are used in Sections 38 and 43 of the UK Pensions Act 2004) such an employer.
(iii) Each Loan Party shall 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 any Loan Party or any of its Restricted Subsidiaries or Affiliates), actuarial reports in relation to all pension schemes referred to in clause (c)(i) above.
(iv) Each Loan Party shall promptly notify the Administrative Agent of any material change in the rate of contributions to any pension schemes referred to in clause (c)(i) above paid or recommended to b...
UK Pension Plan. The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party; or
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 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 Act 1995.
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. (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.
(2) As soon as practicable after the date of this Agreement Parent will cause ProQuest UK Holdings to apply for clearance from the UK Pensions Regulator (“clearance”). The terms of the draft applications in this regard to the UK Pension Regulator will be subject to Buyer Parent’s consent (not to be unreasonably withheld). If the application for clearance results in a request from the UK Pensions Regulator for payment in addition to the UK Pension Underfunding to be made to the UK Pension Plan then Parent and ProQuest UK Holdings may negotiate the amount of such request with the UK Pensions Regulator and will keep Buyer Parent informed of the status of such negotiations. The amount of any payment finally determined by Parent, ProQuest UK Holdings and the UK Pensions Regulator to be required by the UK Pensions Regulator as a condition of clearance is referred to as the “Required Clearance Amount”. If the Required Clearance Amount is determined prior to Closing and is less than $48 million (including the UK Pension Underfunding) then Parent and Buyer Parent each shall make a further payment to ProQuest UK Holdings (which will be paid to the UK Pension Plan) of fifty percent (50%) of the excess of the Required Clearance Amount over the UK Pension Underfunding. If the Required Clearance Amount is determined prior to Closing and exceeds $48 million (including the UK Pension Underfunding), Parent may (but shall not be obligated to) make further payment of the excess amount of the Required Clearance Amount in order to obtain clearance, and, if Parent elects not to make such further payment, Buyer Parent may (but shall not be obligated to) make a further payment of the excess amount of the Required Clearance Amount in order to obtain clearance. If the Required Clearance Amount is not ...
UK Pension Plan. Effective as of the Effective Time, Buyer will procure that it or one of its Affiliates becomes the principal employer of the Xxxxx & Xxxxxxxxxx Computer Limited Pension Scheme (the “UK Pension Plan”).
UK Pension Plan. (i) No UK Domiciled Loan Party is or has at any time been (A) is 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 (B) is or has at any time been “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.
(ii) No UK Domiciled Loan Party has been issued with a Financial Support Direction or Contribution Notice in respect of any pension scheme.
