Common use of International Employee Plans Clause in Contracts

International Employee Plans. Section 2.19(j) of the Company Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such International Employee Plan is and has been administered at all times in all material respects in compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of such International Employee Plan, and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintained, have been timely made or shall be timely made by the Closing Date; (iii) the Company and each ERISA Affiliate has complied in all material respects with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance in all material respects with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi) except as required by applicable Legal Requirements, no condition exists that would prevent the Company or any Company Subsidiary from terminating or amending any International Employee Plan at any time for any reason in accordance with the terms of each such International Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Company Balance Sheet and any normal and reasonable expenses ordinarily incurred in a termination event). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any International Employee Plan that would reasonably be expected to materially increase the expense of maintaining such International Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Company Financial Statements.

International Employee Plans. Section 2.19(j) of the Company Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such Each International Employee Plan is and ---------------------------- has been established, maintained and administered at all times in all material respects in compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, conditions and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan, except where such compliance does not have and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintained, could not be reasonably expected to have been timely made or shall be timely made by the Closing Date; (iii) the Company and each ERISA Affiliate has complied in all material respects with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance in all material respects with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi) except a Material Adverse Effect on Company. Except as required by applicable Legal Requirementslaw, no condition exists that would prevent the Company or any Company Subsidiary Parent from terminating or amending any International Employee Plan at any time for any reason without liability to the Company or its Affiliates (other than ordinary administration expenses or routine claims for benefits). Each International Employee Plan will be fully financed as of the consummation of the Offer. For this purpose fully financed means (i) (in relation to each funded International Employee Plan) that the value of the assets in the relevant International Employee Plan are at least equal to the value of all retirement benefit and other rights payable or prospectively or contingently payable under that International Employee Plan, valued in accordance with the terms of each actuarial assumptions used for that plan's most recent actuarial valuation or, if there is no such valuation, in accordance with local law and practice, and consistently with the local funding basis applying to the relevant International Employee Plan without at the payment time of the calculation, and (ii) (in relation to each unfunded International Employee Plan) that the provision in the Company's accounts (or the accounts of any fees, costs subsidiary or expenses Affiliate) in relation to that unfunded International Employee Plan is at least equal to the value of the retirement benefits and other rights under that International Employee Plan (other than the payment of benefits accrued on the Company Balance Sheet valued in accordance with local law and any normal and reasonable expenses ordinarily incurred in a termination eventpractice). There has are no unfunded liabilities in respect of Employees who perform services outside the United States that have not been no amendment reflected in the Company's financial statements in accordance with applicable accounting standards. Employer contributions to the International Employee Plans, including, but not limited to, written interpretation the Central Provident Fund in Singapore, accrued as of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change date of this Agreement and all outstanding and accrued insurance premiums payable in employee participation or coverage under, any respect of the International Employee Plan that would reasonably be expected to materially increase Plans have been paid in full as of the expense date of maintaining such International Employee Plan above the level of expense incurred this Agreement, in respect thereof for the most recent fiscal year ended prior each case to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that extent they are not fully accrued on the Company Financial Statementsrequired to have been paid.

International Employee Plans. Section 2.19(j2.18(i) of the Company Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such International Employee Plan is and has been established, administered and maintained at all times in all material respects in compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of such International Employee Plan, and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintained, have been timely made or shall be timely made by the Closing Dateaccrued; (iii) the Company and each ERISA Affiliate has complied in all material respects with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance in all material respects with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi) except as required by applicable Legal Requirements, no condition exists that would prevent the Company or any Company Subsidiary from terminating or amending any International Employee Plan at any time for any reason in accordance with the terms of each such International Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Company Balance Sheet and any normal and reasonable expenses ordinarily incurred in a termination event). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any International Employee Plan that would reasonably be expected to materially increase the expense of maintaining such International Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Company Financial Statements.

International Employee Plans. Section 2.19(j2.18(j) of the Company Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such International Employee Plan is and has been administered at all times in all material respects in compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of such International Employee Plan, and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintainedmaintained in all material respects, have been timely made or shall be timely made by the Closing Date; (iii) the Company and each ERISA Affiliate has complied in all material respects with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance in all material respects with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi) except as required by applicable Legal Requirements, no condition exists that would prevent the Company or any Company Subsidiary from terminating or amending any International Employee Plan at any time for any reason in accordance with the terms of each such International Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Company Balance Sheet and any normal and reasonable expenses ordinarily incurred in a termination event). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any International Employee Plan that would reasonably be expected to materially increase the expense of maintaining such International Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Company Financial Statements.

International Employee Plans. Section 2.19(j) of the Company Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such Each International Employee Plan is and has been established, maintained and administered at all times in all material respects in compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, conditions and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan, except where such compliance does not have and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintained, could not be reasonably expected to have been timely made or shall be timely made by the Closing Date; (iii) the Company and each ERISA Affiliate has complied in all material respects with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance in all material respects with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi) except a Material Adverse Effect on Company. Except as required by applicable Legal Requirementslaw, no condition exists that would prevent the Company or any Company Subsidiary Parent from terminating or amending any International Employee Plan at any time for any reason without liability to the Company or its Affiliates (other than ordinary administration expenses or routine claims for benefits). Each International Employee Plan will be fully financed as of the consummation of the Offer. For this purpose fully financed means (i) (in relation to each funded International Employee Plan) that the value of the assets in the relevant International Employee Plan are at least equal to the value of all retirement benefit and other rights payable or prospectively or contingently payable under that International Employee Plan, valued in accordance with the terms of each actuarial assumptions used for that plan's most recent actuarial valuation or, if there is no such valuation, in accordance with local law and practice, and consistently with the local funding basis applying to the relevant International Employee Plan without at the payment time of the calculation, and (ii) (in relation to each unfunded International Employee Plan) that the provision in the Company's accounts (or the accounts of any fees, costs subsidiary or expenses Affiliate) in relation to that unfunded International Employee Plan is at least equal to the value of the retirement benefits and other rights under that International Employee Plan (other than the payment of benefits accrued on the Company Balance Sheet valued in accordance with local law and any normal and reasonable expenses ordinarily incurred in a termination eventpractice). There has are no unfunded liabilities in respect of Employees who perform services outside the United States that have not been no amendment reflected in the Company's financial statements in accordance with applicable accounting standards. Employer contributions to the International Employee Plans, including, but not limited to, written interpretation the Central Provident Fund in Singapore, accrued as of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change date of this Agreement and all outstanding and accrued insurance premiums payable in employee participation or coverage under, any respect of the International Employee Plan that would reasonably be expected to materially increase Plans have been paid in full as of the expense date of maintaining such International Employee Plan above the level of expense incurred this Agreement, in respect thereof for the most recent fiscal year ended prior each case to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that extent they are not fully accrued on the Company Financial Statementsrequired to have been paid.