PENSIONS AND OTHER BENEFITS Clause Samples

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. In these Pension Warranties, defined terms not appearing in clause 1 (interpretation) of this Agreement shall be interpreted in accordance with defined terms appearing in paragraph 1 (interpretation) of Schedule 5 (pension arrangements) to this Agreement. 17.1 AES neither operates nor is a participant in any pension arrangements other than the Pension Schemes. It has no legal or moral obligation to provide "relevant benefits" within the 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 within section 592(l) of the Taxes Act. The AES Seller is not aware of any matter which could result in the withdrawal of that approval. 17.3 Each of the Pension Schemes is a contracted-out scheme for the purposes of Part III of the Pens▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. ▇▇e AES Seller is not aware Of any matter which could result in its contracted-out status being withdrawn. 17.4 All contributions payable by AES and all contributions due from members to the Pension Schemes have been made at the rate stipulated by the Actuary to the Pension Schemes in the most recent actuarial investigation of each of the Pension Schemes. 17.5 AES has so far as the AES Seller is aware fulfilled all its obligations under the Pension Schemes. 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 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 AES Buyer. 17.9 There is no investigation i...

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. 1. Save in respect of The Plan, the Group Companies have 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 any Group Company or spouse or dependent of such officer or employee; 2. Full and accurate details and particulars of The Plan have been disclosed in the Disclosure Letter together with accurate, up-to-date and complete copies of all documents relating to The Plan including a list of investments held for The Plan and there is no obligation to provide benefits under The Plan other than as revealed in such documents and particulars; 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; 4. Other than benefits on death as disclosed, The Plan provides only money purchase benefits as defined in S▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. No person who is now or has been an officer or employee has been promised that he or his dependents will receive benefits on his retirement, death or leaving service other than money purchase benefits as defined above. 5. During the Vendor's period of ownership of the Companies, the provisions of The Plan has never discriminated between male and female members. 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 any Group Company have been paid and all contributions to, and expenses of, The Plan which have fallen due for payment have been paid. 7. Except as fairly disclosed in the Disclosure Letter, there is no dispute with regard to the benefits payable under The Plan 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 are pending, threatened or expected nor is there any fact or circumstance likely to give rise to any such proceedings. 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. 9. The Group Companies have at all times complied with al...

PENSIONS AND OTHER BENEFITS. 11.1 There are no agreements, arrangements, schemes or obligations for the payment of any pensions, allowances, lump sums or other like benefits on retirement or on death or during periods of sickness or disablement for the benefit of any of the employees or directors of the Company or former employees or directors or for the benefit of dependants of such persons (other than as referred to in paragraph 11.2 below). 11.2 The Disclosure Letter contains details of the group personal pension plans to which employees are eligible for membership in accordance with their terms and conditions of employment. The Company has fully complied with its obligations under such group personal pension plans.

PENSIONS AND OTHER BENEFITS. Save in respect of such compulsory pension contributions as are required by law, 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) 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 disablement, for the benefit of any director, former director, statutory manager, former statutory manager, employee or former employee of the Company or for the benefit of the dependants of any such person.

PENSIONS AND OTHER BENEFITS. 17.1 Apart from the Disclosed Personal Pension Schemes the Company does not operate and has not in the past operated and no proposal has been announced to enter into or establish any arrangement or practice (whether legally enforceable or not and whether approved or not) to provide pensions, gratuities, lump sums or other "relevant benefits" within the meaning of Section 612 of the Taxes Act to or for the benefit of any of its past or present directors or employees or their dependants and there are no retirement benefit or pension or death benefit or similar schemes or arrangements in relation to which the Company contributes. 17.2 The Disclosure Letter contains details of the basis upon which the Company has undertaken to contribute to the Disclosed Personal Pension Schemes and no amount due by the Company to the Disclosed Personal Pension Schemes is unpaid. 17.3 No assurance, promise or guarantee (oral or written) has been made or given to Rubi▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Ian ▇▇▇▇▇▇ ▇▇ any particular level or amount of benefits to be provided for or in respect of them on retirement, death or leaving service.

PENSIONS AND OTHER BENEFITS. 9.1 There is no pension scheme applicable to the Employee's employment. 9.2 There is not a contracting-out certificate in force in relation to this Employment.