Common use of PENSIONS AND OTHER BENEFITS Clause in Contracts

PENSIONS AND OTHER BENEFITS. 15.1 PENSION ARRANGEMENTS Save as set out in the Disclosure Letter, there are no agreements in operation for the provision of, or payment of contribution towards, any pensions, allowances, lump sums or other like benefits on, or after, retirement or death or during periods of sickness or disablement for the benefit of any past or present officer, director or employee of a Group Company or his dependants, nor has any proposal been announced to establish any such agreement. 15.2 The Micromass Pension Scheme (the "Disclosed Scheme") is an exempt approved scheme and has been with effect from 14 June 1996 within the meaning of section 592(1) Taxes Act and the Managers know of no reason why such approval might be withdrawn or cease to apply. In addition to lump sum death in service benefits the Disclosed Scheme provides only money purchase benefits (as defined in section 181 of the Pension Schemes Act 1993) and no promise or assurance (oral or written) has been given to any beneficiary that his or her benefits under that scheme (other than lump sum death in service benefits) will be calculated by reference to any person's remuneration or equate (approximately or exactly) to any particular amount. All death benefits payable under the Disclosed Scheme (other than a refund of members' contributions with interest where appropriate) are fully insured with an insurance company authorised to carry on long-term insurance business under the Insurance Companies ▇▇▇ ▇▇▇▇. 15.3 All contributions to the Disclosed Scheme have been duly made. 15.4 A contracting-out certificate under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ is in force covering the employments of all employees or officers of all participating companies who are members of the Disclosed Scheme and the Managers know of no circumstance which might cause such certificate to be withdrawn or cease to apply. 15.5 So far as the Managers are aware the Disclosed Scheme has at all times been administered in accordance with the provisions of its governing documentation and so far as the Managers are aware the Disclosed Scheme has been administered in accordance with and complies with all applicable legislation. 15.6 Other than routine claims for benefits the Managers are not aware that any material claim has been made or threatened in writing against the trustees or administrator of the Disclosed Scheme or any company participating therein or against any person whom an Group Company is or may be liable to indemnify or compensate in respect of any act event omission or other matter arising out to or in connection with the Disclosed Scheme and the Group Company is not aware of any circumstances which may give rise to any such claim.

PENSIONS AND OTHER BENEFITS. 15.1 PENSION ARRANGEMENTS Save as set out In these Pension Warranties, defined terms not appearing in the Disclosure Letter, there are no agreements clause 1 (interpretation) of this Agreement shall be interpreted in operation for the provision of, or payment accordance with defined terms appearing in paragraph 1 (interpretation) of contribution towards, any pensions, allowances, lump sums or other like benefits on, or after, retirement or death or during periods of sickness or disablement for the benefit of any past or present officer, director or employee of a Group Company or his dependants, nor has any proposal been announced Schedule 5 (pension arrangements) to establish any such agreementthis Agreement. 15.2 The Micromass 17.1 AES neither operates nor is a participant in any pension arrangements other than the Pension Scheme (Schemes. It has no legal or moral obligation to provide "relevant benefits" within the "Disclosed Scheme"meaning of section 612(l) of the Taxes Act other than under the Pension Schemes. Further, AES does not operate or participate in or have any legal or moral obligation to contribute to any permanent health insurance, private health provision, accident benefit or any other ancillary schemes. 17.2 Each of the Pension Schemes is an exempt approved scheme and has been with effect from 14 June 1996 within section 592(l) of the meaning Taxes Act. The AES Seller is not aware of section 592(1) Taxes Act and any matter which could result in the Managers know withdrawal of no reason why such approval might be withdrawn or cease to apply. In addition to lump sum death in service benefits the Disclosed Scheme provides only money purchase benefits (as defined in section 181 that approval. 17.3 Each of the Pension Schemes Act 1993) and no promise or assurance (oral or written) has been given to any beneficiary that his or her benefits under that is a contracted-out scheme (other than lump sum death in service benefits) will be calculated by reference to any person's remuneration or equate (approximately or exactly) to any particular amount. All death benefits payable under for the Disclosed Scheme (other than a refund purposes of members' contributions with interest where appropriate) are fully insured with an insurance company authorised to carry on long-term insurance business under Part III of the Insurance Companies Pens▇▇▇ ▇▇▇▇. 15.3 All contributions to the Disclosed Scheme have been duly made. 15.4 A contracting-out certificate under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇. ▇▇e AES Seller is not aware Of any matter which could result in force covering its contracted-out status being withdrawn. 17.4 All contributions payable by AES and all contributions due from members to the employments Pension Schemes have been made at the rate stipulated by the Actuary to the Pension Schemes in the most recent actuarial investigation of all employees or officers of all participating companies who are members each of the Disclosed Scheme and the Managers know of no circumstance which might cause such certificate to be withdrawn or cease to applyPension Schemes. 15.5 So far as the Managers are aware the Disclosed Scheme 17.5 AES has at all times been administered in accordance with the provisions of its governing documentation and so far as the Managers are AES Seller is aware fulfilled all its obligations under the Disclosed Scheme has been administered in accordance with and complies with all applicable legislationPension Schemes. 15.6 Other 17.6 True copies of the Trust Deeds and Rules and ancillary deeds of each of the Pension Schemes have been delivered to the Buyer together with true copies of all relevant explanatory booklets, announcements and other communications to employees relating to the Pension Schemes. 17.7 Each of the Pension Schemes is governed solely by these deeds and documents which have been properly and validly brought into effect. AES has so far as the AES Seller is aware no obligation to either of the Pension Schemes in respect of any present or former employees or directors other than routine claims for under these deeds and documents. 17.8 True copies of the last actuarial report on each of the Pension Schemes the relevant extracts from AES's latest statutory accounts in respect of the application of SSAP 24 and the latest accounts of each of the Pension Schemes and the cost of providing any ancillary benefits described in warranty 1 have been delivered to the Managers are not aware that AES Buyer. 17.9 There is no investigation in progress or pending either by the Occupational Pensions Regulatory Authority ("OPRA") into either of the Pension Schemes and/or the benefits provided under it or by the Pensions Ombudsman concerning any material employee of AES. 17.10 No claim has been made or threatened in writing against AES the respective trustees or administrator of the Disclosed Scheme or any company participating therein Pension Schemes or against any other person whom an Group Company AES is or may be liable to compensate or indemnify or compensate in respect of any act event act, omission or other matter arising out concerning the Pension Schemes. 17.11 The Company has never participated in an occupational pension scheme which has been closed to new members. 17.12 All actuarial, consultancy, legal and other fees charges or expenses in connection with respect of the Disclosed Scheme and Pension Schemes payable by AES have been paid. 17.13 So far as the Group Company AES Seller is not aware of any circumstances which may give rise there are no retrospective contributions due from AES to any such claimthe Pension Schemes.