UK Pension Plans. (a) UK Borrower shall ensure that in respect of all pension schemes to which part 3 of the Pensions Xxx 0000 (UK) applies operated by or maintained for the benefit of members of the UK Borrower and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 (UK) and that no action or omission is taken by UK Borrower in relation to such a pension scheme which has or is, in either case, 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 member of the Group ceasing to employ any member of such a pension scheme).
(b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, UK Borrower shall ensure that it is not and has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Xxx 0000 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Xxxxxxx Xxxxxxx Xxx 0000 (UK)) or ““connected”“ with or an ““associate”“ of (as those terms are used in sections 38 or 43 of the Pensions Act 2004 (UK)) such an employer.
(c) UK Borrower shall deliver to the Agent at such times requested by the Agent, actuarial reports in relation to all pension schemes mentioned in paragraph (a) above.
(d) UK Borrower shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
UK Pension Plans. (a) No Borrower shall permit pension schemes operated by or maintained for the benefit of the UK Loan Parties and/or any of their employees to be less than fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Xxx 0000 (UK) or take any action or omission by any company 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 any English company ceasing to employ any member of such a pension scheme).
(b) No Borrower shall permit any UK Loan Party to be at any time an employer (for the purposes of sections 38 to 51 of the Pensions Xxx 0000 (UK)) 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 defined in sections 38 or 43 of the Pensions Act 2004) such an employer.
(c) No Borrower shall permit any UK Borrower to request or take the benefit of any pension contribution holiday in respect of any occupational pension scheme which is not a money purchase scheme (both terms as defined in the Xxxxxxx Xxxxxxx Xxx 0000 (UK)).
(d) Each Borrower shall deliver to Agent: (i) 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 Loan Party); and (ii) at any other time if Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to all pension schemes mentioned in clause (a) above.
(e) Each Borrower shall promptly notify Agent of any material change in the rate of contributions to any pension scheme mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
UK Pension Plans. Each U.K. Domiciled Obligor shall ensure that it is not and will not be and none of its U.K. subsidiaries will be at any time: (i) an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) of an occupational pension scheme which is not a money purchase scheme (as those terms are defined in the Pension Schemes Act 1993 of the United Kingdom); or (ii) “connected” with or an “associate” of the Parent or any of its Subsidiaries which is an employer (as those terms are used in Sections 38 or 43 of the Pensions Act 2004 of the United Kingdom) in relation to an occupational pension scheme in the United Kingdom which is not a money purchase scheme.
UK Pension Plans. (a) The US Borrower, on behalf of each Loan Party shall ensure that all pension schemes operated by or maintained for the benefit of the UK Loan Parties and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Acx 0000 xnd that no action or omission is taken by any company 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 any English company ceasing to employ any member of such a pension scheme).
(b) The US Borrower, on behalf of each Loan Party shall ensure that no UK Loan Party 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 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 defined in sections 38 or 43 of the Pensions Act 2004) such an employer.
(c) Each Loan Party shall deliver to the Agent: (i) 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 Loan Party); and (ii) at any other time if the Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to all pension schemes mentioned in (a) above.
(d) Each Loan Party shall promptly notify the Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
UK Pension Plans. The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party.
UK Pension Plans. No UK Borrower has:
(a) at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Xxx 0000 (UK) or its equivalent in any jurisdiction) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993 (UK));
(b) at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004 (UK)) such an employer;
(c) been issued with a Financial Support Direction or Contribution Notice in respect of any pension scheme; or
(d) requested or been granted contribution holiday in respect of any occupational pension scheme.
UK Pension Plans. To Agent in writing, promptly upon learning thereof, notice of (i) any Litigation commenced or threatened against any Sotheby Entity in relation to the U.K. Pensions Plans or (ii) any requirement to materially increase funding levels of the U.K. Pension Plans.
UK Pension Plans. Except as provided on Schedule 6.1.13, no member of the Group will be 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 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 used in sections 38 or 43 of the Pensions Act 2004) such an employer.
UK Pension Plans. SEACOR Marine shall contribute (or cause one of its Subsidiaries to contribute) to the pension and other applicable retirement arrangements (including, without limitation, the United Kingdom Merchant Navy Officers Pension Fund (MNOPF), the United Kingdom Merchant Navy Ratings Pension Fund (MNRPF), the UK Shorestaff Pension Plan, the UK Seafarers Auto Enrolment Pension Plan, the SEACOR Marine Retirement & Savings Plan, and the Xxxxx Workplace Pensions Trust), at substantially the same contribution levels, to which SEACOR, SEACOR Marine or any of their Subsidiaries, as applicable, was contributing, or had an obligation to contribute, immediately prior to the Effective Time with respect to SEACOR Marine Employees and/or other employees of SEACOR Marine or its Subsidiaries. Subject to Section 2.9 of the Distribution Agreement, from and after the Effective Time, SEACOR Marine shall assume and be solely responsible for all Liabilities of SEACOR, SEACOR Marine and their respective Subsidiaries under all pension and other applicable retirement arrangements adopted, entered into, sponsored by, contributed to, or required to be contributed to, by SEACOR Marine or its Subsidiaries (including, without limitation, the United Kingdom Merchant Navy Officers Pension Fund (MNOPF), the United Kingdom Merchant Navy Ratings Pension Fund (MNRPF), the UK Shorestaff Pension Plan, the UK Seafarers Auto Enrolment Pension Plan, the SEACOR Marine Retirement & Savings Plan, and the Xxxxx Workplace Pensions Trust), including but not limited to all past, present and future Liabilities with respect to any previously accumulated funding deficit applicable to such pension and other retirement arrangements, unless otherwise required by applicable Law.
UK Pension Plans. (a) Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain and be solely responsible for all Liabilities and obligations with respect to Flowco Employees (and Infrastructurco Employees and Former Employees) who have participated in the SPX UK Pension Plan insofar as such Liabilities and obligations arise as a result of their participation in that plan, and accordingly, there shall be no transfer of Assets or Liabilities with respect to the SPX UK Pension Plan between SPX, Flowco, any of their respective Affiliates or their respective plans.
(b) As of the Distribution Date, Infrastructurco (or any member of the Infrastructurco Group) shall, subject to the consent of the trustee of the Xxxxxxx International fund of Stanplan F (which consent Infrastructurco (and/or the relevant member of the Infrastructurco Group) shall use all reasonable endeavours to obtain), retain (or assume to the extent necessary) plan sponsorship of that plan, and from and after the Distribution Date, Infrastructurco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations (including, for the avoidance of doubt, any Liabilities and obligations arising as a result of a period prior to the Distribution Date) with respect to such plan. To the extent that Infrastructurco (or any member of the Infrastructurco Group) is unable to assume plan sponsorship of such plan by the Distribution Date, the Parties agree that (i) they shall reasonably cooperate with each other to transfer the plan sponsorship of the plan to Infrastructurco (or any member of the Infrastructurco Group) as soon as reasonably possible after the Distribution Date, (ii) Infrastructurco shall indemnify Flowco for all Liabilities that Flowco is required to incur after the Distribution Date in relation to the plan, and (iii) Infrastructurco shall reimburse Flowco for all reasonable costs incurred by Flowco after the Distribution Date as a result of its sponsorship of the plan (including, for the avoidance of doubt, all reasonable costs incurred in relation to the transfer of the plan sponsorship).
