Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary other than as set forth in Section 3.1, Section 3.5 or Section 3.7, the treatment of each Xxxxxxx Benefit Arrangement and Veralto Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) Veralto shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Veralto Employees, Veralto Independent Contractors and Former Veralto Service Providers, whenever incurred, (ii) Xxxxxxx shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Xxxxxxx Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to Veralto.
Non-U.S. Plans. Effective as of the Distribution Date, except as otherwise provided in this Employee Matters Agreement, (i) Labcorp or a member of the Labcorp Group will retain or assume, as applicable, all Liabilities and obligations under each Labcorp Non-U.S. Plan and (ii) Fortrea or a member of the Fortrea Group will retain or assume, as appliable, all Liabilities and obligations under each Fortrea Non-U.S. Plan. Effective as of the Distribution Date or the Applicable Transfer Date (as applicable), (A) Labcorp will continue to maintain or establish Non-U.S. Plans for the benefit of Non-U.S. Labcorp Employees, and (B) Fortrea will continue to maintain or establish Non-U.S. Plans for the benefit of Non-U.S. Fortrea Employees. To the extent that the applicable Law of any jurisdiction requires that all or a portion of any Labcorp Non-U.S. Plan or Fortrea Non-U.S. Plan, as applicable, be assumed or retained by a member of the Fortrea Group or a member of the Labcorp Group, as applicable, in connection with the transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Transaction Documents, Fortrea will cause the Fortrea Group and Labcorp will cause the Labcorp Group, to assume or retain such respective Labcorp or Fortrea Non-U.S. Plans, or portions thereof. The specific actions and obligations of the Labcorp Group and the Fortrea Group with respect to certain plans in certain non-U.S. jurisdictions are set forth on Schedule 3.01.
Non-U.S. Plans. Prior to the Operational Separation Date, the Keysight Group shall, except as otherwise mutually agreed upon by the parties, adopt Non-U.S. Keysight Benefit Plans, with terms comparable to those of the corresponding Non-U.S. Agilent Benefit Plans; provided, however, that Keysight may limit participation in any Non-U.S. Keysight Benefit Plan to Transferred Non-U.S. Employees who participated in the corresponding Non-U.S. Agilent Benefit Plan immediately prior to the Operational Separation Date.
Non-U.S. Plans. Effective as of the Distribution Date, (i) ConAgra or a member of the ConAgra Group will retain each ConAgra Non-U.S. Plan and (ii) Xxxx Xxxxxx or a member of the LW Group will retain or assume each LW Non-U.S. Plan. To the extent that the applicable Law of any jurisdiction requires that all or a portion of any ConAgra Non-U.S. Plan be assumed or retained by a member of the LW Group in connection with the transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Transaction Documents, Xxxx Xxxxxx will cause the LW Group to assume or retain such ConAgra Non-U.S. Plans.
Non-U.S. Plans. Effective as of the Closing Date, Newco or a Subsidiary thereof shall assume each employee benefit plan and all other employment, severance and benefit plans, contracts or arrangements maintained by the Company for the benefit of Newco Employees located in France, Germany and Japan, including those plans, contracts and arrangements listed on Section 8.2(b) of the Disclosure Schedule, other than plans, contracts or arrangements relating to equity-based compensation (the “Assumed Non-U.S. Benefit Plans”). It is the intention that, effective as of the Closing Date, Newco Employees who are located in Hong Kong, Zurich and Spain will (to the extent permitted by Law) continue their participation in those employee benefit plans sponsored by any Affiliate or Affiliates of Reuters Group PLC (collectively with Reuters Group PLC, “Reuters”) in which such Newco Employees participate immediately prior to the Closing Date, and Newco or a Subsidiary thereof shall cooperate with Reuters in order to effectuate such continued participation. It is the intention that, effective as of the Closing Date, Newco Employees who are located in the UK will continue their participation in The Reuters UK Healthcare Scheme (managed by Norwich Union), the PPP Healthcare Scheme (available to Instinet UK expatriate employees only), and the Reuters UK Retirement Plan, all of which are sponsored by Reuters, and Newco or a Subsidiary thereof shall cooperate with Reuters in order to effectuate such continued participation. For the avoidance of doubt, Newco and its Subsidiaries shall not continue participation in the Reuters Pension Fund, Reuters Unapproved Life Assurance Scheme or Reuters Unfunded Unapproved Retirement Benefit Scheme on or after the Closing Date. Effective as of the Closing Date, all employees of the Company other than Newco Employees shall cease to participate actively in the each of the plans described in this Section 8.2(b). Newco agrees to indemnify and hold the Company Indemnitees harmless from and against all Indemnifiable Losses assessed against, resulting from, imposed upon or incurred by the Company with respect to the Assumed Non-U.S. Benefit Plans or any of the Reuters plans described in this Section 8.2(b) (including Newco’s obligations as a participating employer therein), other than any Indemnifiable Losses with respect to Retained Employees.
Non-U.S. Plans. The terms and conditions set forth in this Agreement shall be applied equally, to the maximum extent possible, but subject to all applicable Laws, to each applicable RemainCo Plan and SpinCo Plan maintained for RemainCo Employees and SpinCo Employees, as applicable, outside of the United States (“U.S.”). In the event that the terms and conditions of this Agreement cannot be applied equally to any such RemainCo Plan or SpinCo Plan, the Parties shall cooperate in good faith to give effect to the terms of this Agreement to the maximum extent possible and reflecting the allocation of rights, responsibilities, liabilities and obligations described in this Agreement.
Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary other than as set forth in Section 3.3 or Section 3.5, the treatment of each Parent Benefit Arrangement and SpinCo Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) SpinCo shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to SpinCo Employees, SpinCo Independent Contractors and Former SpinCo Service Providers, whenever incurred, (ii) Parent shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Parent Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to SpinCo.
Non-U.S. Plans. The Borrower and its Restricted Subsidiaries shall ensure that all Non-U.S. Plans administered by any of them or into which any of them make payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable laws, except where the failure to do any of the foregoing would not be reasonably likely to result in a Material Adverse Effect.
Non-U.S. Plans. Without limiting the applicability of other provisions of this Section 3.20, with respect to any plan, agreement, policy or arrangement that it is maintained outside of the United States (the "Foreign Plans"), except as set forth in Section 3.20(k) of the Disclosure Schedule, each such plan has been administered in accordance with its terms and complies with the requirements prescribed by any Laws in all respects. With respect to the Foreign Plans, the Seller has provided to the Buyer accurate, current and complete copies of each of the following: (1) where the plan has been reduced to writing, the plan document together with all amendments; (2) where the plan has not been reduced to writing, a written summary of all material plan terms; (3) where applicable, copies of any trust agreements, custodial agreements, insurance policies, administration and similar agreements; and (4) copies of summary plan descriptions, if any. All required contributions to and premium payments on account of each Foreign Plan required to be made prior to and as of the Execution Date have been made or accrued and all required contributions to and premium payments on account of each Foreign Plan required to be made through the Closing shall be made on or before the Closing Date. Except as set forth in Section 3.20(k) of the Disclosure Schedule, there are no unfunded Liabilities under any Foreign Plan. Except as set forth in Section 3.20(k) of the Disclosure Schedule, there are no severance or other benefits required by Law or the terms of any Foreign Plan to employees covered thereby by reason of the transactions contemplated by this Agreement.
Non-U.S. Plans. Notwithstanding any other provisions in this Section 6.3, the Non-U.S. Plans shall continue in full force and effect after the Closing. Purchaser shall use all its reasonable efforts to cause the Companies to (1) maintain the Xxxxxxx Group Limited Pension Scheme and The Xxxxxxx Executive Pension Scheme (the “Xxxxxxx Schemes”) for the benefit of Current Employees who are members or will on completion of a waiting period become eligible for membership in the Xxxxxxx Schemes for a period of not less than one year from the Closing Date, and (2) not agree to any voluntary and material adverse amendments to future service benefits under the Xxxxxxx Schemes during the one year following the Closing Date. Purchaser shall cause the Companies to (a) maintain the Pactiv (UK) Limited Pension Scheme (formerly the Tenneco Packaging (UK) Pension Scheme), and the Stanplan A arrangement for employees of Pactiv UK Limited (the “Pactiv UK Schemes”) for the benefit of Current Employees who are members or will on completion of a waiting period become eligible for membership of the Pactiv UK Schemes for a period of not less than one year from the Closing Date; (b) not agree to any voluntary and material adverse amendments to future service benefits under the Pactiv UK Schemes during the one year following the Closing Date; and (c) continue employer contributions to the Legal & General Group Personal Pension Schemes for employees of Pactiv (UK) Limited at the level at which employer contributions were being made immediately before the Closing Date during the one year following the Closing Date.
