Compugraphics Plan Sample Clauses
Compugraphics Plan. (a) On or before Closing, the Seller shall use its best efforts to replace Compugraphics with the Seller or an undertaking which is, on the date of this Agreement, a subsidiary undertaking or parent undertaking of the Seller or a subsidiary undertaking of a parent undertaking of the Seller (“Seller’s Group Undertaking”) as the principal employer in relation to the Compugraphics Plan. To the extent that the Seller encounters any diffculty or delay in effecting such change of principal employer, it shall forthwith inform the Buyer of the same and the Buyer may take whatever action of a non-financial nature it sees fit, with such assistance from the Seller as it reasonably requires, to assist in the effecting of such change of principal employer. Subject to the action envisaged by this paragraph not causing a liability under Section 75 or 75A of the Pensions Act 1995 (or any statutory modificaiton or re-enactment thereof) to arise in respect of Compugraphics, where the Seller or a Seller’s Group Undertaking replaces Compugraphics as the principal employer of the Compugraphics Plan, the Seller will procure that the new principal employer admits at least two of its employees to active membership in the Compugraphics Plan for a period of its choosing which commences as soon as reasonably practicable after Compugraphics ceases to participate in the Compugraphics Plan and ceases to employ any active members in the Compugraphics Plan.
(b) In the event that such substitution of principal employer has not taken place by the Closing Date, the Seller and the Buyer shall use their respective reasonable efforts to replace Compugraphics with the Seller or a Seller’s Group Undertaking as the principal employer in relation to the Compugraphics Plan as soon as reasonably practicable after the Closing Date.
(c) The Seller (where clause (a) applies) and the Buyer (where clause (b) applies) will procure that:
(i) Compugraphics shall cease for the purposes of the rules of the Compugraphics Plan to participate in the Compugraphics Plan immediately on ceasing to be the principal employer of such scheme; and
(ii) the Compugraphics Plan shall be amended or trustee agreement obtained to ensure that following Compugraphics’ cessation of participation in the Compugraphics Plan the liability for benefits shall be retained within the Compugraphics Plan as envisaged by the proviso to clause 24.3 of the Compugraphics Plan’s definitive deed.
(d) Where Compugraphics has not ceased to partici...
Compugraphics Plan. The Seller warrants that Compugraphics Plan valuations have been carried out on the basis that benefits (including benefits for deferred members and members who have taken transfers out of the Compugraphics Plan) in respect of post May 1990 service have been equalised for men and women in accordance with the details set out in Appendix I to the funding review for the trustees of the Compugraphics Plan dated January 1996 (for the purposes of this paragraph "Appendix I"). The Seller also warrants that the Compugraphics Plan's governing documentation has been amended and announcements provided to all members fully reflecting the details set out in Appendix I and in compliance with the legal requirements of sections 62 to 66 of the Pensions ▇▇▇ ▇▇▇▇ and Article 141 of the Treaty of Rome. If any of the warranted statements in this paragraph are inaccurate in part or their entirety, the Seller shall indemnify the Purchaser against any amounts, costs and expenses incurred by the Purchaser or any other Relevant Company or the trustees or managers of the Compugraphics Plan which would not have been incurred had the statements been accurate in their entirety. This indemnity does not extend to equalising guaranteed minimum pensions.