Foreign Employee Benefit Plans. Except as otherwise provided on Schedule 7.1 of this Agreement, Moody's shall provide Moody's Employees who permanently reside outside the United States with employee benefit plans, programs and arrangements that are comparable, in the aggregate, to the Employee Benefit Plans in which such Moody's Employees currently participate, but only to the extent Moody's can provide such employee benefits without incurring cost significantly higher than the cost to provide such employee benefits prior to the Effective Time.
Foreign Employee Benefit Plans. Section 5.16(i) of the Disclosure Schedule lists each material non-governmental plan maintained, or contributed to, by or on behalf of any Subsidiary applicable to employees of a business located outside of the United States (a "FOREIGN RETIREMENT PLAN") and each non-governmental welfare benefit plan maintained or contributed to by or on behalf of any Subsidiary applicable to employees of a business located outside of the United States( a "FOREIGN WELFARE PLAN"). Except as set forth in the Disclosure Schedule, each such Foreign Retirement Plan and Foreign Welfare Plan (collectively, the "FOREIGN PLANS") has been administered, in all material respects, in compliance with its terms and the requirements of all applicable laws and regulations, and all required contributions to each Foreign Plan have been made. Except as set forth in the Disclosure Schedule, there are no inquiries or investigations by any foreign governmental body, and no termination proceedings against any Foreign Plan or the assets thereof that would have a Material Adverse Effect on the Company. Except as set forth in the Disclosure Schedule, there are no actions, suits or claims (other than routine benefit claims by persons entitled to benefits thereunder) pending or, to the Company's Knowledge, threatened against any Foreign Plan or the assets thereof which would have a Material Adverse Effect on the Company. Except as set forth in the Disclosure Schedule, there are no material unfunded obligations under any Foreign Plan providing benefits after termination of employment to any employee or former employee. With respect to the defined benefit plan of the Company's United Kingdom subsidiary (the "U.K. PENSION PLAN") which was frozen on April 1, 1997: (i) there are no further benefits accruing under the U.K. Pension Plan; (ii) the Company has delivered to the Parent an actuarial report which fairly presents in all material respects the financial condition and funding status of said Plan as of the date of such report, including any unfunded liabilities under said Plan at that time, and subsequent to the date of said report there has been no adverse change in the funding status or financial condition of said U.K. Pension Plan; (iii) the Company has delivered to the Parent a schedule setting forth each annual contribution made to the U.K. Pension Plan for the prior ten years by the Company or any Subsidiary of the Company and a schedule prepared by the actuaries for the U.K. Pension Plan setting...
Foreign Employee Benefit Plans. Establish, maintain and operate all Foreign Employee Benefit Plans to comply with all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plans.
Foreign Employee Benefit Plans. Neither the Company nor any Subsidiary is now maintaining or contributing to or has ever maintained or contributed to any Foreign Employee Benefit Plan. Each Foreign Employee Benefit Plan established after the date hereof is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plan. With respect to any Foreign Employee Benefit Plan established after the date hereof and maintained or contributed to by the Company, any of its Subsidiaries or any ERISA Affiliate (other than a Foreign Pension Plan) reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which such plan is maintained or, in the case of an ERISA Affiliate, the failure to establish such reserves would not have or would not be reasonably likely to have, a material adverse effect on Company and its Subsidiaries (taken as a whole). There are no actions, suits or claims other than routine claims for benefits pending or threatened against the Company, any of its Subsidiaries or any ERISA Affiliate with respect to any Foreign Employee Benefit Plan established after the date hereof or, in the case of an ERISA Affiliate, such actions, suits or claims would not have or would not be reasonably likely to have, a material adverse effect on Company and its Subsidiaries (taken as a whole).
Foreign Employee Benefit Plans. (a) Section 2.20(a) of the Seller Disclosure Schedule sets forth each Foreign Benefit Plan and any other material agreement, program or arrangement which provides similar benefits to employees currently sponsored, maintained or contributed to by the Company or any Subsidiary, or with respect to which the Company or any Subsidiary has or may have any actual or contingent liability (including any such liabilities under any terminated plan or arrangement), but excluding any applicable statutory social security plans operated under public law, statute or regulation and any applicable industry-wide plans in the relevant jurisdiction. Section 2.20(a) of the Seller Disclosure Schedule specifically sets forth which Foreign Benefit Plans are Company Sponsored Plans and which Foreign Benefit Plans are PEO Sponsored Plans.
Foreign Employee Benefit Plans. Schedule 4.13(c) lists each Employee Benefit Plan that Sellers, SGS Canada, SGS Mexico, or SGS UK maintain for the benefit of Business Employees in Canada, Mexico and England and Wales or to which Sellers, SGS Canada, SGS Mexico, or SGS UK contribute for the benefit of Business Employees in Canada, Mexico or England and Wales or in which their Business Employees participate (individually, each a “Foreign Employee Benefit Plan” and collectively the “Foreign Employee Benefit Plans”). Except as set forth on Schedule 4.13(c), with regard to each Foreign Employee Benefit Plan:
Foreign Employee Benefit Plans. Schedule 3.16 lists each material non-governmental plan maintained, or contributed to, by or on behalf of any Subsidiary of the Company applicable to employees of a business located outside of the United States (a "Foreign Retirement Plan") and each non-governmental welfare benefit plan maintained or contributed to by or on behalf of any Subsidiary of the Company applicable to employees of a business located outside of the United States (a "Foreign Welfare Plan"). Except as would not be reasonably expected to result in a Material Adverse Effect, each such Foreign Retirement Plan and Foreign Welfare Plan (collectively, the "Foreign Plans") has been administered in compliance with its terms and the requirements of all applicable laws and regulations, and all required contributions to each Foreign Plan have been made. There are no inquiries or investigations by any foreign governmental body, and no termination proceedings against any Foreign Plan or the assets thereof that would have a Material Adverse Effect. There are no actions, suits or claims (other than routine benefit claims by persons entitled to benefits thereunder) pending or, to the Company's Knowledge, threatened against any Foreign Plan or the assets thereof which would have a Material Adverse Effect. There are no material unfunded obligations under any Foreign Plan providing benefits after termination of employment to any employee or former employee.
Foreign Employee Benefit Plans. 45 7.20 Labor Relations......................................................45 7.21 Solvency.............................................................45 7.22 Year 2000............................................................46
Foreign Employee Benefit Plans. 56 SECTION 5.13. SUBSIDIARIES...................................................57 SECTION 5.14. MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT....................................57 SECTION 5.15. DISCLOSURE.....................................................58 SECTION 5.16. COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS...............58 SECTION 5.17. INTELLECTUAL PROPERTY, LICENSES, ETC...........................58 SECTION 5.18. MATTERS RELATING TO COLLATERAL.................................60 SECTION 5.19. MATERIALLY ADVERSE AGREEMENTS..................................61 SECTION 5.20. SOLVENCY.......................................................61 SECTION 5.21. EXTRAORDINARY EVENTS...........................................61 SECTION 5.22. CONDUCT OF BUSINESS............................................61
Foreign Employee Benefit Plans. 2.9 Brokers 2.10 Receivables 2.11 Assets 2.12 Litigation
