Common use of UK Pensions Clause in Contracts

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent 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 Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries 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) to the extent that it is able to obtain a copy, deliver to the Administrative 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 Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative 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); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes 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, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative 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 Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, 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); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Parent The parties agree that the Transfer of Undertakings (Protection of Employment) Regulations 2006 shall not have the effect of transferring A▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇, P▇▇▇▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇▇▇ ▇▇▇▇ (the “UK Employees”) to the Buyer as at Closing. The Sellers and the Buyer agree to use their reasonable endeavours to procure that: (a) ensure the UK Employees shall remain employed by Celanese Chemicals UK Ltd for a period not to exceed 60 days after Closing and the parties shall use their commercially reasonable endeavours to make such period as short as possible (such period to be referred to in this clause as the “Transitional Period”); (b) during the Transitional Period the UK Employees shall be seconded to Oxea UK; (c) the terms of such secondment to be acceptable to both the Sellers and the Buyer and set out in an agreement between them within 7 days of Closing, to include the following terms: (i) that the Buyer shall promptly (and at the latest within 30 days) pay any invoice issued by the Seller in relation to any expenses arising out of or in connection with the employment of the UK Employees for the Transitional Period including any costs relating to salary, fringe rate for benefits, tax, national insurance or value added tax arising on the secondment; (ii) that at any time the Buyer shall not make use of and shall direct the UK Employees not to share any confidential information with it that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent Employees gained during their employment with Celanese Chemicals UK Ltd 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 Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) predecessor employer except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries 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) to the extent that and in the proportion that it is able to obtain a copy, deliver relates to the Administrative Agent: oxeo derivatives business; (iii) that the Buyer shall fully indemnify the Sellers and Celanese Chemicals UK Ltd against any liability that may arise out of or in connection with actions taken by the UK Employees as a result of instructions given to them directly or indirectly by the Buyer; (iv) that the Buyer shall not require any of the UK Employees or the Sellers as secondor to take any action or make any omission that is contrary to any law; and (d) during the Transitional Period each UK Employee shall remain on the same employment terms and conditions as applied immediately before Closing and shall remain as an active member of the same pension scheme as each was a member on the same terms as applied immediately prior to Closing. (e) The Sellers and the Buyer agree that: (i) the UK Employees shall be offered employment by Oxea UK with effect from the end of the Transitional Period on at such times least the same base salary and substantially the same other terms and conditions (except in relation to pensions) as those reports are prepared in order applied to comply with the then current statutory or auditing requirements (as applicable either them immediately prior to the trustees of any relevant schemes or to Parent or its Subsidiaries)Closing; and and (ii) the UK Employees shall cease to be active members of the Ticona UK Pension Scheme with effect from the end of the Transitional Period and shall become deferred pensioners in such scheme. (f) The Buyer agrees that with effect from the end of the Transitional Period it will offer to contribute to personal pension arrangements nominated by the UK Employees or such other pension arrangement as is agreed between the UK Employees and Oxea UK at any other time if such rates as agreed with the Administrative Agent reasonably believes UK Employees provided that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation the value of the overall employment package offered to the UK Pension Scheme; Employees (dincluding any pension contributions) promptly notify with effect from the Administrative Agent end of any material change the Transitional Period shall be substantially similar in the rate aggregate to the value of contributions the employment package applicable to the UK Employees immediately prior to Closing. (g) It is the intention of the Sellers and the Buyer that the UK Employees will transfer to Oxea UK at the end of the Transitional Period. If any UK Employee does not agree to transfer their employment to Oxea UK with effect from the end of the Transitional Period or resign as a result of the transfer then all liabilities in connection with the relevant UK Employee shall rest with Celanese Chemicals UK Ltd and the Seller shall indemnify the Buyer accordingly. (h) The parties acknowledge that the indemnification provisions of the Purchase Agreement apply to any pension scheme mentioned liability relating to the UK Employees. References to the Closing Date in (aindemnification provision section 8(b) above paid or recommended of the Purchase Agreement dated December 12 2006 shall be deemed to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify date the Administrative Agent on Transitional Period ends in so far as it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead relates to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions RegulatorUK Employees.

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes 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, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative 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 Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, 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); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions ▇▇▇ ▇▇▇▇, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Parent shall (a) The UK Borrower shall ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its benefit 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 Parent or any of its Subsidiaries the UK Borrower 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 Parent or any of its Subsidiaries the UK Borrower ceasing to employ any member of such a pension scheme); ; (b) except Except for the schemes set forth in Schedule 3.27, the UK Pension Scheme, Borrower shall ensure that neither it nor any of its Subsidiaries is or has been at any time not an employer (for the purposes of sections 38 to 51 of the Pensions Act 20042004 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 19931993 (UK)) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 20042004 (UK)) such an employer; ; (c) to the extent that it is able to obtain a copy, The UK Borrower shall deliver to the Administrative 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 Parent or its Subsidiariesthe UK Borrower); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; all pension schemes mentioned in clause (a) above; (d) The UK Borrower shall (i) promptly notify the Administrative 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); ) (eii) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiariesthe UK Borrower; and (fiii) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (ai) ensure that Save as disclosed in paragraph (aa)(i) of the Adam Disclosure Letter, neither Adam nor any of its Subsidiaries: (i) is or has at any time been an “employer” for the purposes of the UK Pension Scheme is funded based on Pensions Act 2004; (ii) except as would not result in an Adam Material Adverse Effect is, or has in the statutory funding objective under sections 221 and 222 last six (6) years been, “connected with” or an “associate of” an “employer” for the purposes of the UK Pensions Act 2004 and that no action 2004; or omission is taken by Parent (iii) owes or could reasonably be expected to owe any obligations or liabilities to or in respect of, in each case, any UK defined benefit pension arrangement. No current or former Adam Employee has ever transferred to Adam or any of its Subsidiaries in relation pursuant to the Transfer Regulations who at any time prior to such transfer was a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings member of any such UK defined benefit pension scheme or Parent arrangement in circumstances where Adam or any of its Subsidiaries ceasing has inherited or will (or could reasonably be expected to) inherit any obligation (whether contingent or otherwise) to employ fund, or otherwise meet the cost of, any member of enhanced early retirement or redundancy pension benefits, which are derived from any such pension defined benefit arrangement. (ii) In relation to any Adam Benefit Plan which is a UK defined benefit pension scheme); arrangement: (bA) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is no contribution notice or has been at any time an employer (for the purposes of sections financial support direction under 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 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) to the extent that it is able to obtain a copy, deliver to the Administrative 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 Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative 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); (e) immediately notify the Administrative Agent on it 2004 has been issued against Adam or any of its Subsidiaries becoming aware and, to the knowledge of any investigation or proposed investigation by the Pensions Regulator Adam, there are no grounds which is likely could reasonably be expected to lead to the issue of a Financial Support Direction or a Contribution Notice to it UK Pensions Regulator exercising any such powers against Adam or any of its Subsidiaries; and (fB) immediately notify no penalty has been imposed under section 58C or section 58D of the Administrative Agent if it receives UK Pensions Act 2004 against Adam or any of its Subsidiaries and, to the knowledge of Adam, there are no grounds which could reasonably be expected to lead to the issuance of any such penalty. (iii) No debt under section 75 or section 75A of the UK Pensions Act 2004 is outstanding from Adam or its Subsidiaries in relation to any Adam Benefit Plan which is a Financial Support Direction or a Contribution Notice from the Pensions Regulatordefined benefit pension arrangement.