International Plans. The Sellers hereby represent and warrant to Buyer that:
International Plans. 3.8(i) Lien..................................................................3.1(b) Material................................................................3.16
International Plans. Except as specified on Schedule 3.26 no Seller Group Person maintains any Employee Plan/Agreement covering any Employee outside of the United States and no Seller Group Person has ever contributed to or been obligated to contribute to any such Employee Plan/Agreement. Each such Employee Plan/Agreement is fully funded to the extent required by all applicable Law and has obtained all appropriate tax qualifications.
International Plans. The Company does not maintain any Company Employee Plan or other benefit arrangements covering any Employee or former Employee outside of the United States and has never been obligated to contribute to any such plan.
International Plans. Seller does not maintain any Employee Plan/Agreement covering any Employee or former Employee outside of the United States and Seller has never contributed to nor been obligated to contribute to any such Employee Plan/Agreement.
International Plans. Each of the Company Benefit Plans that is maintained outside the United States primarily for the benefit of Persons substantially all of whom are “nonresident aliens” within the meaning of Section 4(b)(4) of ERISA is separately identified and disclosed on Schedule 4.14(a) (each such Company Benefit Plan, an “International Plan”). As regards each International Plan, (i) such International Plan is in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such International Plan is maintained, to the extent those Legal Requirements are applicable to such International Plan, (ii) all contributions to, and material payments from, such International Plan which may have been required to be made in accordance with the terms of such International Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such International Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such International Plan, and all payments under such International Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Company Balance Sheet, (iii) the Company and each Subsidiary has materially complied with all applicable reporting and notice requirements, and such International Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Plan any required determinations, if any, that such International Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Plan, (iv) such International Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, and (v) to the Knowledge of Company, there are no pending investigations by any governmental body involving such International Plan, and no pending claims (except for claims for benefits payable in the normal operation of such International Plan), suits or proceedings against such International Plan or asserting any rights or claims to benefits under such International Plan, No International Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Company.
International Plans. Each Acquired Company Employee Plan which is maintained outside of the United States: (i) that is intended to qualify for special Tax treatment meets all material requirements for such treatment, (ii) that is required to be registered with a Governmental Entity has been registered and has been maintained in good standing in all material respects with such Governmental Entity and (iii) that is required by Law or applicable Acquired Company Employee Plan to be funded, insured and/or book-reserved is funded, insured and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.
International Plans. With respect to each Employee Plan that is maintained outside the U.S. or is otherwise subject to non-U.S. Laws (the “International Plans”): (i) all employer and employee contributions to each International Plan required by law or by the terms of such International Plan to be made by the Company or any of its Subsidiaries have been made, or if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded International Plan, the Liability of each insurer for any International Plan funded through insurance or the book reserve established for any International Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such International Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such International Plan, and the transactions contemplated by this Agreement shall not cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each International Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available.
International Plans. Section 2.9(g) of the Seller Disclosure Schedule lists each material International Plan. For purposes of this Agreement, an “International Plan” means an Employee Plan that is maintained outside the U.S. or is otherwise subject to non-U.S. Laws. With respect to each International Plan, (i) all employer and employee contributions to each International Plan required by Applicable Law or by the terms of such International Plan have been made, except as would not be material, or, if applicable, accrued in accordance with normal accounting practices, and a pro rata contribution for the period prior to and including the date of this Agreement has been made or accrued; (ii) except as would not be material, the fair market value of the assets of each funded International Plan, the liability of each insurer for any International Plan funded through insurance or the book reserve established for any International Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such International Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such International Plan, and the Transactions shall not cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each International Plan required to be registered has been registered and has been maintained in all material respects in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available.
International Plans. Section 2.16(f) of the Seller Disclosure Letter lists each material Benefit Plan that is maintained outside the U.S. or is otherwise subject to non-U.S. Laws (the “International Plans”), and separately identifies each Transferred Benefit Plan that is an International Plan (the “International Transferred Benefit Plans”). With respect to each International Transferred Benefit Plan, (i) all employer and employee contributions to each International Transferred Benefit Plan required by Law or by the terms of such International Transferred Benefit Plan have been made or accrued as of the date of this Agreement and (ii) each International Transferred Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available.
