PENSIONS AND OTHER BENEFITS Sample Clauses

PENSIONS AND OTHER BENEFITS. 96.1 The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: (a) the Company; (b) any company which is or was a holding company or a subsidiary undertaking of the Company; (c) any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or (d) a predecessor in business of the Company or of any holding company or subsidiary undertaking of the Company. and, in each case, for any member of his or her family (including a spouse or former spouse) and any person who is or was dependent on him or her. 96.2 The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 92.1 above. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for his or her own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a Director of the Company.

PENSIONS AND OTHER BENEFITS. 13.1 Other than the UK stakeholder pension scheme provided by Standard Life, no Group Company has: (a) any liabilities (contingent or otherwise) to make payments to any “occupational pension scheme” or “personal pension scheme” (both terms as defined in section 1 of the Pension Schemes Act 1993); or (b) announced any proposal to enter into or establish any other occupational pension scheme or to contribute to a personal pension scheme. 13.2 Clause 13.2 of Schedule 1.2 of Schedule A of the Disclosure Letter contains, at the date of this Agreement, a list of each share incentive, share option, profit sharing, redundancy, severance, bonus, incentive, savings, pension, retirement or other material employee benefit plan, policy, program or arrangement sponsored, maintained, contributed to or required to be contributed to by Sellers or any Group Company in which directors, officers, employees or individual independent contractors of any Group Company participate, other than those required by law (the “Plans”). The Plans sponsored by any Group Company (“Group Company Plans”) are separately identified on the Disclosure Letter. The Sellers have made available as part of the Data Room Information accurate copies of all Plans and any amendments thereto, or, in either case, summaries thereof. 13.3 Each Group Company Plan complies in all material respects in form and has been established, maintained, operated and funded in all material respects in accordance with its terms and the requirements of all applicable laws, orders, rules and regulations. Each Group Company Plan which is required to be registered or approved by any Governmental Entity or agency, has been so registered and approved and has been maintained in good standing with applicable Governmental Entities or agencies, and if intended to qualify for special tax treatment, meets all material requirements for such treatment. 13.4 Neither the entry into this Agreement nor the completion of any of the Transactions (whether alone or in connection with any subsequent events) will (1) accelerate the time of payment or vesting or result in any payment or funding of compensation or benefits by any Group Company under any Plan, or increase the amount of compensation payable by a Group Company to any director, officer, employee or individual independent contractor of any Group Company or (2) prevent any Group Company from amending or terminating any Group Company Plan. 13.5 Except as provided in any of the Transaction ...

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 Xxx 0000. 15.3 All contributions to the Disclosed Scheme have been duly made. 15.4 A contracting-out certificate under the Xxxxxxx Xxxxxx Xxx 0000 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 resp...

PENSIONS AND OTHER BENEFITS. 16.1 Save in respect of The Plan, the Vendor has no obligation (whether legally binding or not) to provide "relevant benefits" (within the meaning of Section 612 ICTA 1988) to, or in respect of any person who is now or has been an officer or employee of the Vendor or spouse or dependant of such officer or employee; 16.2 Full and accurate details and particulars of Plan have been disclosed in the Disclosure Letter together with accurate, up-to- date and complete copies of all documents relating to Plan including a list of investments held for Plan and there is no obligation to provide benefits under Plan other than as revealed in such documents and particulars; 16.3 The Plan is an "exempt approved scheme" (within the meaning of Chapter I of Part XIV ICTA 1988) and, to the best of the Vendor's knowledge and awareness, there is no reason why approval of the Board of Inland Revenue should be withdrawn; 16.4 Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in Sxxxxxx 000 Xxxxxxx Xxxxxxx Xxx 0000. No person who is now or has been an officer or employee has been promised that he or his dependants will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 16.5 During the Vendor's period of ownership, provisions of The Plan have never discriminated between male and female members. 16.6 All premiums payable under contracts of insurance relating to payment of benefits on death before normal pension age in respect of any officer or employee of the Vendor have been paid and all contributions to, and expenses of, The Plan which have fallen due for payment have been paid. 16.7 Except as fairly disclosed in the Disclosure Letter, there is no dispute with regard to the benefits payable under the Pension Plans or any other payments or benefits referred to in paragraph 17. 1. Except as fairly disclosed in the Disclosure Letter, no legal proceedings in connection with The Plan is pending, threatened or expected nor is there any fact or circumstance likely to give rise to any such proceedings. 16.8 The Plan has at all times complied with and been administered in accordance with the provisions governing it and all applicable laws, regulations and requirements, including the requirements of the Inland Revenue for continued approval as an exempt approved scheme, and of trust law. 16.9 The Vendor has at all times complied with all the provisions of The Plan which apply t...

PENSIONS AND OTHER BENEFITS. Neither the Company nor the Subsidiary Undertaking has ever agreed to establish, sponsored, participated in or contributed to any arrangement (whether or not closed, funded or approved) for providing pensions or other benefits on, or in anticipation of, the retirement, death, accident or sickness of any current or former director or employee of the Company and/or the Subsidiary Undertaking, nor has it agreed or announced any proposal to enter into or establish any such arrangement. Neither the Company nor the Subsidiary Undertaking have owned, used or occupied any property other than the Property.

PENSIONS AND OTHER BENEFITS. The Company will contribute to a personal pension scheme (approved by the Inland Revenue) of the Employee's choice a sum equal to 25% of the Employee's basic salary per annum.

PENSIONS AND OTHER BENEFITS. The Disclosure Schedule sets forth a complete list of any agreement, arrangement, custom or practice currently in effect (whether legally enforceable or not) for the payment of, or payment of a contribution towards, any pensions, allowances, lump sums or other similar benefits on retirement, death, termination of employment, (voluntary or not) or during periods of sickness or disability (each, a “Benefit Plan”), currently in effect for the benefit of any current or former director, manager, Officer or other employee of the Company or for the benefit of the dependants of any such person, including amendments thereto. The Company has at all times made adequate provision for obligations payable by it under any Benefit Plan. With regard to all obligations currently payable by the Company under any Benefit Plan, all such amounts (a) are duly provisioned for, (b) have been duly funded in accordance with normal practices applicable to such schemes, and (c) have been paid in due course. No payments are outstanding. All Benefit Plans are, and are operated in compliance with, all Legal Requirements (including, but not limited to, non-discrimination principles thereof).

PENSIONS AND OTHER BENEFITS. 18.1 Complete, accurate and up to date details of the Pension Scheme have been given to the Buyer in the form of true and complete copies of: 18.1.1 all agreements, deeds and rules governing or relating to the Pension Scheme and all announcements, booklets and other explanatory literature or communications issued to employees; 18.1.2 all policies effected with and agreements with any insurance company for the purposes of the Pension Scheme; and 18.1.3 any agreement with any person providing services of any nature in connection with the Pension Scheme, including, without limitation, investment management or advisory services, administration and data processing services. ‌ 58 18.2 Except for the Pension Scheme, there is not in operation, and no proposal has been announced to enter into or establish, any agreement, arrangement, custom or practice (whether legally enforceable or not or whether or not Approved) for the payment of, or payment of any contributions towards, any pensions, allowances, lump sum or other like benefits or retirement, death, termination of employment (whether voluntary or not) or during periods of sickness or disablement, for the benefit of any employee or officer or any prospective or former employee or officer or for the benefit of the dependants of any of them. 18.3 No Group Company has any obligation under or in connection with the Pension Scheme in respect of any past or present employee or officer or any dependant or beneficiary or any of them other than under the documents referred to at paragraph 18.1 of this Warranty which documents contain full and accurate details of all benefits payable under the Pension Scheme. 18.4 No plan, proposal or intention to amend, discontinue in whole or in part or exercise any discretion in relation to the Pension Scheme has been communicated to any person in writing. 18.5 Neither any Group Company nor the trustees or administrator of the Pension Scheme has given in relation to the Pension Scheme or its current or former assets, liabilities or members, any indemnity, undertaking or guarantee (apart from any general indemnity in favour of the trustees under the governing documents and in respect of any such general indemnity no event or omission has occurred which might result in any Group Company incurring any liability under same). 18.6 Each Group Company may terminate its liability to contribute to the Pension Scheme without notice, without the consent of any person and without further payment. ...

PENSIONS AND OTHER BENEFITS. 16.1 Save as disclosed in the Disclosure Letter there is not in operation, and no proposal has been announced to enter into or establish, any agreement, arrangement, custom or practice (whether legally enforceable) for the payment of, or payment of any contributions towards, any pensions, allowances, lump sum or other like benefits on retirement, death, termination of employment (whether voluntary or not) or during periods of sickness or disablement, for the benefit of any Employee or for the benefit of the dependent of any Employee.