Common use of UK Pensions Clause in Contracts

UK Pensions. Each Obligor shall (i) ensure that the UK DB Plan is funded in all material respects in accordance with applicable law and the governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and section 227 of the Pensions Act 2004), (ii) save for the UK DB Plan, ensure that no Obligor nor any of its Affiliates or Subsidiaries is or becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the UK Pensions Act 2004) such an employer, (iii) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator which confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions Regulator to investigate the issuance of a Financial Support Direction or a Contribution Notice to or against any Obligor or any of its Affiliates or Subsidiaries, (iv) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Each Obligor The parties agree that the Transfer of Undertakings (Protection of Employment) Regulations 2006 shall not have the effect of transferring A▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇, P▇▇▇▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇▇▇ ▇▇▇▇ (the “UK Employees”) to the Buyer as at Closing. The Sellers and the Buyer agree to use their reasonable endeavours to procure that: (a) the UK Employees shall remain employed by Celanese Chemicals UK Ltd for a period not to exceed 60 days after Closing and the parties shall use their commercially reasonable endeavours to make such period as short as possible (such period to be referred to in this clause as the “Transitional Period”); (b) during the Transitional Period the UK Employees shall be seconded to Oxea UK; (c) the terms of such secondment to be acceptable to both the Sellers and the Buyer and set out in an agreement between them within 7 days of Closing, to include the following terms: (i) ensure that the Buyer shall promptly (and at the latest within 30 days) pay any invoice issued by the Seller in relation to any expenses arising out of or in connection with the employment of the UK Employees for the Transitional Period including any costs relating to salary, fringe rate for benefits, tax, national insurance or value added tax arising on the secondment; (ii) that at any time the Buyer shall not make use of and shall direct the UK Employees not to share any confidential information with it that the UK DB Plan is funded Employees gained during their employment with Celanese Chemicals UK Ltd or any predecessor employer except to the extent that and in all material respects the proportion that it relates to the oxeo derivatives business; (iii) that the Buyer shall fully indemnify the Sellers and Celanese Chemicals UK Ltd against any liability that may arise out of or in accordance connection with applicable law and actions taken by the governing terms UK Employees as a result of instructions given to them directly or indirectly by the Buyer; (iv) that the Buyer shall not require any of the UK DB Plan Employees or the Sellers as secondor to take any action or make any omission that is contrary to any law; and (including for d) during the purposes Transitional Period each UK Employee shall remain on the same employment terms and conditions as applied immediately before Closing and shall remain as an active member of any recovery plan or schedule of contributions in place for the same pension scheme as each was a member on the same terms as applied immediately prior to Closing. (e) The Sellers and the Buyer agree that: (i) the UK DB Plan Employees shall be offered employment by Oxea UK with effect from time to time for the purposes of section 226 and section 227 end of the Pensions Act 2004), Transitional Period on at least the same base salary and substantially the same other terms and conditions (except in relation to pensions) as applied to them immediately prior to Closing; and (ii) save for the UK DB Plan, ensure that no Obligor nor any of its Affiliates or Subsidiaries is or becomes an employer (for the purposes of sections 38 Employees shall cease to 51 be active members of the Ticona UK Pensions Act 2004Pension Scheme with effect from the end of the Transitional Period and shall become deferred pensioners in such scheme. (f) The Buyer agrees that with effect from the end of an occupational the Transitional Period it will offer to contribute to personal pension scheme which arrangements nominated by the UK Employees or such other pension arrangement as is not a money purchase scheme agreed between the UK Employees and Oxea UK at such rates as agreed with the UK Employees provided that the value of the overall employment package offered to the UK Employees (both terms as defined including any pension contributions) with effect from the end of the Transitional Period shall be substantially similar in the UK Pension Schemes Act 1993) or, subject aggregate to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are used in sections 38 or 43 the value of the UK Pensions Act 2004) such an employer, (iii) promptly notify the Administrative Agent of any written communication from, or on behalf of, employment package applicable to the UK Pensions Regulator which confirms Employees immediately prior to Closing. (g) It is the intention of the Sellers and the Buyer that the UK Pensions Regulator has requested Employees will transfer to Oxea UK at the Determinations Panel end of the Transitional Period. If any UK Employee does not agree to transfer their employment to Oxea UK with effect from the end of the Transitional Period or resign as a result of the transfer then all liabilities in connection with the relevant UK Employee shall rest with Celanese Chemicals UK Ltd and the Seller shall indemnify the Buyer accordingly. (or h) The parties acknowledge that the indemnification provisions of the Purchase Agreement apply to any successor or replacement panel from time liability relating to timethe UK Employees. References to the Closing Date in indemnification provision section 8(b) of the UK Pensions Regulator Purchase Agreement dated December 12 2006 shall be deemed to investigate be the issuance of a Financial Support Direction or a Contribution Notice to or against any Obligor or any of its Affiliates or Subsidiaries, (iv) promptly notify date the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered Transitional Period ends in so far as payable it relates to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB PlanEmployees.

UK Pensions. Each Obligor shall (i) ensure that Save in relation to the UK DB Plan is funded in all material respects in accordance with applicable law and Plans, neither the governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and section 227 of the Pensions Act 2004), (ii) save for the UK DB Plan, ensure that no Obligor Company nor any of its Affiliates or Subsidiaries is or becomes has ever been an employer (“employer” of any UK defined benefit pension arrangement for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the UK Pensions Act 2004) such an employer, (iii) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator which confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions Regulator to investigate the issuance of a Financial Support Direction or a Contribution Notice to or against any Obligor or any of its Affiliates or Subsidiaries, (iv) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any no debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii1995 is outstanding to either UK DB Plan. Except as set forth in Section 3.20(a) promptly notify the Administrative Agent of the occurrence Company Disclosure Letter, neither the Company nor any of its Subsidiaries owes (or is reasonably expected to owe) any employer related Notifiable Event liabilities or obligations to or in respect of the AMEX Defined Benefit Plan (as defined in the Company Disclosure Letter). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) save in relation to the UK DB PlanPlans, neither the Company nor any of its Subsidiaries is or has in the last six years been an “associate of” or “connected with” an “employer” of any UK defined benefit pension arrangement for the purposes of the UK Pensions Act 2004, (ii) each UK DB Plan has been operated and administered at all times in material compliance with its governing terms and applicable Law, (iii) no debt under section 75 or section 75A of the UK Pensions Act 1995 is reasonably expected to be triggered by the execution and delivery of this Agreement or the consummation of the Transactions, (iv) the UK Pensions Regulator has not issued a contribution notice or financial support direction nor imposed any sanction under section 58C or section 58D of the UK Pensions Act 2004 against the Company or any of its Subsidiaries nor to the Knowledge of the Company are there any existing circumstances which are reasonably expected to result in any such issuance or imposition, and (v) to the Knowledge of the Company, no current or former employee has ever transferred to the Company or any of its Subsidiaries under the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 having been a member of a UK defined benefit pension arrangement with any former employer in circumstances where the Company or any of its Subsidiaries has inherited an obligation to fund or meet the cost of any early-retirement or redundancy benefits which derive from such arrangement. In relation to the UK DB Plans, Company has made available to Parent a copy of the governing trust deed and rules of each UK DB Plan and any guarantee, funding agreement, security or other similar arrangement in place.

UK Pensions. Each Obligor shall (i) ensure that the UK DB Plan is funded Save as disclosed in all material respects in accordance with applicable law and the governing terms paragraph (aa)(i) of the UK DB Plan Adam Disclosure Letter, neither Adam nor any of its Subsidiaries: (including i) is or has at any time been an “employer” for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time Pensions Act 2004; (ii) except as would not result in an Adam Material Adverse Effect is, or has in the last six (6) years been, “connected with” or an “associate of” an “employer” for the purposes of section 226 and section 227 of the UK Pensions Act 2004); or (iii) owes or could reasonably be expected to owe any obligations or liabilities to or in respect of, in each case, any UK defined benefit pension arrangement. No current or former Adam Employee has ever transferred to Adam or any of its Subsidiaries pursuant to the Transfer Regulations who at any time prior to such transfer was a member of any UK defined benefit pension arrangement in circumstances where Adam or any of its Subsidiaries has inherited or will (or could reasonably be expected to) inherit any obligation (whether contingent or otherwise) to fund, or otherwise meet the cost of, any enhanced early retirement or redundancy pension benefits, which are derived from any such pension defined benefit arrangement. (ii) save for the In relation to any Adam Benefit Plan which is a UK DB Plan, ensure that defined benefit pension arrangement: (A) no Obligor nor any of its Affiliates contribution notice or Subsidiaries is or becomes an employer (for the purposes of sections financial support direction under Sections 38 to 51 of the UK Pensions Act 2004) 2004 has been issued against Adam or any of an occupational pension scheme its Subsidiaries and, to the knowledge of Adam, there are no grounds which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not could reasonably be expected to have a Material Adverse Effect, is lead to the UK Pensions Regulator exercising any such powers against Adam or becomes “connected” with any of its Subsidiaries; and (B) no penalty has been imposed under section 58C or an “associate” of (as those terms are used in sections 38 or 43 section 58D of the UK Pensions Act 2004) such an employer, (iii) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator which confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions Regulator to investigate the issuance of a Financial Support Direction or a Contribution Notice to or 2004 against any Obligor Adam or any of its Affiliates or SubsidiariesSubsidiaries and, (iv) promptly notify to the Administrative Agent knowledge of Adam, there are no grounds which could reasonably be expected to lead to the issuance of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, such penalty. (viii) promptly notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any No debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event 2004 is outstanding from Adam or its Subsidiaries in relation to the UK DB Planany Adam Benefit Plan which is a defined benefit pension arrangement.

UK Pensions. Each Obligor Parent shall (ia) ensure that the UK DB Plan Pension Scheme is funded in all material respects in accordance with applicable law based on the statutory funding objective under sections 221 and the governing terms 222 of the UK DB Plan Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including for the purposes termination or commencement of winding-up proceedings of any recovery plan such pension scheme or schedule Parent or any of contributions in place its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK DB Plan from time to time for the purposes of section 226 and section 227 of the Pensions Act 2004), (ii) save for the UK DB PlanPension Scheme, ensure that no Obligor neither it nor any of its Affiliates or Subsidiaries is or becomes has been at any time an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are used defined in sections 38 or 43 of the UK Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (iiii) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any written communication from, material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on behalf of, it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which confirms that is likely to lead to the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions Regulator to investigate the issuance issue of a Financial Support Direction or a Contribution Notice to or against any Obligor it or any of its Affiliates or Subsidiaries, ; and (ivf) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly immediately notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries it receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB PlanRegulator.

UK Pensions. Each Obligor shall (i) ensure that the UK DB Plan is funded in all material respects in accordance with applicable law and the governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and section 227 of the Pensions Act 2004), (ii) save for the UK DB Plan, ensure that no Obligor nor any of its Affiliates or Subsidiaries is or becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the UK Pensions Act 2004) such an employer, (iii) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator which confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions Regulator to investigate the issuance of a Financial Support Direction or a Contribution Notice to or against any Obligor or any of its Affiliates or Subsidiaries, (iv) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004▇▇▇ ▇▇▇▇, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.